Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements registration statements, and other documents required to be filed by it with the SEC since January 1, 1994 under the Securities Act date of the Company's formation (as such documents have since the time of their filing been amended or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelysupplemented, the "Company SEC DocumentsReports"). Except as set forth in Section 3.5 As of the Company Disclosure Scheduletheir respective dates, the Company SEC Documents were prepared Reports (i) complied as to form in accordance all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required The Company has delivered to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. Parent (b) Except as set forth in and Section 3.5 5.05 of the Company Disclosure ScheduleLetter includes) true, correct and complete copies of the unaudited consolidated balance sheet of the Company as of December 31, 1996 and the related unaudited statements of operations, stockholder's equity and cash flows for the year then ended (the "Unaudited 1996 Financial Statements"). The Unaudited 1996 Financial Statements and the audited consolidated financial statements and audited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company SEC DocumentsReports (together with the Unaudited 1996 Financial Statements, have been the "Company Financial Statements") (A) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (B) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Forms 10-Q and 8-K of the SEC) and (C) fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereof, except that then ended. Each Subsidiary of the unaudited interim quarterly financial statements were or are subject Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) The Company has delivered to normal Parent (and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 5.05 of the Company Disclosure ScheduleLetter includes) true, correct and complete copies of the Company is not aware of any facts or circumstances which would require the Company to amend or restate any unaudited pro forma consolidated balance sheets of the Company as of December 31, 1995 and December 31, 1996 and the related unaudited pro forma statements of operations, stockholder's equity and cash flows for each of the years then ended, giving effect to the Gannett Exchange Transactions (the "Pro Forma Financial Statements"). The Pro Forma Financial Statements comply as to form in all material respects with the published rules and regulations of the SEC Documentswith respect thereto, including without limitation were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except as permitted by Form 8-K of the SEC) and fairly present in all material respects the pro forma consolidated financial information included thereinposition of the Company and its consolidated subsidiaries as at the dates thereof and the pro forma consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. MDI has delivered to ANI (a) The Company has timely filed (i) including, for purposes of compliance with this representation, pursuant to the SEC, and has delivered or made available ’s “▇▇▇▇▇” electronic documents system) prior to Acquiror, the execution of this Agreement a true and complete copies copy of, all formsto MDI’s knowledge, reportseach form, schedulesreport, statements schedule, registration statement, definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it MDI with the SEC since January 1, 1994 under 2005 (as such documents have since the Securities Act time of their filing been amended or supplemented, the Exchange Act“MDI SEC Reports”), includingwhich are all the documents (other than preliminary material) that MDI was required to file with the SEC since such date. As of their respective dates, without limitation the MDI SEC Reports (i) complied as to form in all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings material respects with the requirements of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company MDI SEC DocumentsReports (the “MDI Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to MDI, Merger Sub or any MDI Subsidiary taken as a whole)) the consolidated financial position of MDI and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in Section 3.5 3.05 of the Company MDI Disclosure ScheduleLetter, each Subsidiary of MDI is treated as a consolidated subsidiary of MDI in the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinMDI Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1March 31, 1994 2015, under the Exchange Act or the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "“Company SEC Documents"”). Except As of its respective date or, if amended, as set forth in Section 3.5 of the date of the last such amendment, each Company Disclosure ScheduleSEC Document (i) did not contain (or, the with respect to Company SEC Documents were prepared in accordance with filed after the Securities Act or the Exchange Actdate hereof, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (iiwill not contain) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied (or will comply) in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and SOX as the case may be, the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, and the listing and corporate governance rules and regulations of NASDAQ. None of the Company's subsidiaries is ’s Subsidiaries is, or at any time since March 31, 2015, has been, required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) SEC. Each of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments (the “Company Financial Statements”) (i) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP") ”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes theretoto the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (iv) and fairly present presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates and for the respective periods thereof, except that referred to in the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 Company Financial Statements. (b) Each of the principal executive officer of the Company Disclosure Schedule, and the principal financial officer of the Company is not aware has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of any facts or circumstances which would require the Company SOX with respect to amend or restate any of the Company SEC Documents, including without limitation and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial information included thereinofficer” shall have the meanings given to such terms in SOX.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or heretofore made available to Acquirorthe Purchaser, true and complete copies of, all forms, reports, schedules, statements the Company SEC Documents filed prior to the date hereof. As of their respective dates and other documents required to be filed by it since January 1, 1994 under the Securities Act or date hereof the Exchange ActCompany SEC Documents, including, without limitation limitation, any financial statements or schedules included therein (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit fail 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 misleadingmisleading and (ii) complied in all material respects with the applicable Execution Copy requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company has heretofore provided the Purchaser with true and correct copies of all amendments and modifications to any Company SEC Documents which have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with applicable federal securities laws and the SEC rules. None of the Company's subsidiaries Subsidiaries is required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) with any foreign Governmental Entity regulating the shares or other ownership interests of a publicly traded entity. The Financial Statements have been prepared from, and are in accordance with, the Exchange Act. (b) Except as set forth in Section 3.5 books and records of the Company Disclosure Scheduleand its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the consolidated financial statements (including the related notes thereto) published rules and regulations of the Company included in the Company SEC Documentswith respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved and consistent with the Company's past practices (except for changes in accounting principles as may be indicated stated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinmaterial).

SEC Reports and Financial Statements. (a) The Company Medscape has timely filed (i) with the Securities and Exchange Commission (the "SEC"), and has delivered or made available to Acquiror, MedicaLogic true and complete copies of, all forms, reports, schedules, statements statements, and other documents required to be filed by it since January 1September 26, 1994 1999 under the Securities Exchange Act of 1934 (the "Exchange Act") or the Exchange ActSecurities Act (each of such forms, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or statements, and other documents (collectivelydocuments, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as a "Company Medscape SEC DocumentsDocument"). Except as set forth in Section 3.5 of Each Medscape SEC Document, at the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (b) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the Company Disclosure Schedule, the consolidated SEC thereunder. The financial statements (including the related notes thereto) of the Company included in the Company Medscape SEC DocumentsDocuments (the "Medscape Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of Medscape and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, furnished all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished by it since January 1, 1994 with the SEC in order to satisfy the eligibility requirements for the use of Form F-3 under the Securities Act or and the rules and regulations of the SEC promulgated thereunder (such forms, statements, documents and reports, the “Parent SEC Documents”), it being understood that Parent does not have a twelve month equity history. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange ActSOX, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretopromulgated thereunder applicable to such Parent SEC Documents, (ii) the Company SEC Documents when filed, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Since June 30, 2021 and prior to the date hereof, neither Parent nor any Subsidiary of Parent has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company's subsidiaries is required to file any Parent SEC Documents (including the financial statements or reports with the SEC pursuant to Sections 13(aincluded therein) or 15(d) of the Exchange Actthat are not resolved. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company Buyer included in the Company Buyer SEC DocumentsDocuments complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements) and fairly present presented in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Buyer’s operations and cash flows for the respective periods thereofindicated (subject to, except that in the case of unaudited interim quarterly financial statements were or are subject to statements, normal and recurring year-end adjustments which were audit adjustments). (c) Except as disclosed in the SEC Documents, as of the date of this Agreement, Parent has no “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the purpose of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries, in the Parent SEC Documents. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market. (e) Parent has established and maintains in all material respects disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are not expected designed to ensure that material information relating to Parent and other material information required to be material disclosed by Parent in amount. Except as set forth the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Section 3.5 the rules and forms of the Company Disclosure ScheduleSEC, and that all such material information is accumulated and communicated to Parent’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Company is certifications required pursuant to Sections 302 and 906 of SOX. (f) Parent maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has no knowledge of any fraud or whistle blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Parent (g) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of SOX. (h) Neither Parent (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (i) any facts material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud that involves Parent’s management or circumstances which would require other employees who have a role in the Company to amend preparation of financial statements or restate the internal controls utilized by Parent, or (iii) any claim or allegation regarding any of the Company foregoing. (i) To the knowledge of Buyer, none of the Parent SEC Documents, including without limitation Documents filed on or prior to the financial information included thereindate hereof is subject to ongoing material SEC review or investigation as of the date hereof.

SEC Reports and Financial Statements. (a) The Company has filings required to be made by ITI and its subsidiaries since October 1, 1996 under the Exchange Act have been timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, including all forms, statements, reports, schedulesagreements, statements documents, exhibits, amendments and other documents required supplements appertaining thereto, and complied, as of their respective dates, in all material respects, with all applicable requirements of the Exchange Act and the rules and regulations thereunder. Each report and definitive proxy statement filed with the SEC by ITI pursuant to be filed by it since January 1, 1994 under the Securities Act or requirements of the Exchange Act, including, without limitation including all amendments thereto (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or specialthe "SEC Reports"), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, their respective dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The audited consolidated financial statements (including the related notes thereto) and unaudited interim financial statements of the Company ITI and its subsidiaries included in the Company SEC Documents, Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present the consolidated financial position of ITI and its subsidiaries and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company ITI and its consolidated subsidiaries as of the respective dates and for the respective periods thereofindicated, except that in each case in accordance with generally accepted accounting principles consistently applied, subject, in the case of the unaudited interim quarterly financial statements were statements, to normal, recurring audit adjustments. (c) ITI has heretofore furnished to the Sellers a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are subject to normal and recurring year-end adjustments which were or are not expected required to be material in amount. Except as set forth in Section 3.5 of filed, to agreements, documents or other instruments which previously had been filed by ITI with the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.SEC

SEC Reports and Financial Statements. (a) The Except as disclosed on Schedule 2.1.5, the Company has timely filed (i) with the Securities and Exchange Commission (the “SEC, and has delivered or made available to Acquiror, true and complete copies of, ”) all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1994 2001 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities Act or the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOXA”) (each of such forms, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or statements, and other documents (collectivelydocuments, to the "extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as an “Company SEC Documents"Document”). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Each Company SEC Documents were prepared in accordance with Document, at the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (b) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act. (b) Except , the Securities Act and the SOXA, as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the Company Disclosure Schedule, the consolidated SEC thereunder. The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments (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 as of their respective dates, have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the respective dates and for the respective periods thereofunaudited statements, except that the unaudited interim quarterly financial statements were or are subject to normal and normal, recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinaudit adjustments).

SEC Reports and Financial Statements. (a) The Company Parent has timely filed (i) with the Securities and Exchange Commission (the “SEC, and has delivered or made available to Acquiror, ”) true and complete copies of, of all forms, reports, exhibits, schedules, statements and other documents (other than preliminary materials) required to be filed by it since January 1, 1994 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Exchange ActSecurities Act prior to September 30, including2007 (such forms, without limitation (i) all Annual Reports on Form 10-Kreports, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reportsexhibits, schedules, registration statements and other documents, including any financial statements or other documents (collectivelyschedules included therein, are referred to as the "Company “Parent SEC Documents"”). Except as set forth in Section 3.5 of The Parent SEC Documents, at the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports , and (b) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the Company Disclosure Schedule, the consolidated SEC thereunder. The financial statements (including the related notes thereto) of the Company Parent included in the Company Parent SEC DocumentsDocuments as of the dates thereof comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material and except for the absence of notes thereto) the consolidated financial position of Parent and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company and each of its subsidiaries has timely filed (i) with the SEC, and has delivered or heretofore made available to Acquiror, Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1April 30, 1994 1995, under the Exchange Act or the Securities Act or of 1933, as amended (the Exchange "Securities Act") (such forms, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements and other documents, including any financial statements or other documents (collectivelyschedules included therein, are referred to as the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The Company SEC Documents were prepared in accordance with Documents, at the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 3.07), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of the respective dates their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. Parent provided to the Company prior to the execution of this Agreement by direction to the ▇▇▇▇▇ website maintained by the United States Securities and Exchange Commission (athe “SEC”) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy or information statement and other documents document (together with all amendments thereof and supplements thereto) filed or required to be filed by it Parent or any of its Subsidiaries with the SEC since January 1December 7, 1994 under 2010 (as these documents have since the Securities Act time of their filing been amended or supplemented, the Exchange Act“Parent SEC Reports”). Parent did not file any reports with the SEC except as set forth on the SEC’s ▇▇▇▇▇ website. As of their respective dates, including, without limitation the Parent SEC Reports (i) complied as to form in all Annual Reports on Form 10-K, (ii) material respects with all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings applicable requirements of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company Parent SEC DocumentsReports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that then ended. Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinParent Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company Representing Party has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it since January 1, 1994 (including exhibits and all other information incorporated therein) under the Securities Act or of 1933, as amended (the "SECURITIES ACT"), and the Exchange ActAct with the SEC since January 31, including, without limitation 2003 (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other as such reports, schedules, registration forms, statements or other and documents (have been amended since the time of their filing, collectively, the "Company SEC DocumentsDOCUMENTS"). Except As of their respective dates, or if amended prior to the date of this Agreement, as set forth in Section 3.5 of the Company Disclosure Scheduledate of the last such amendment, the Company Representing Party's SEC Documents were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretopromulgated thereunder applicable to such SEC Documents, (ii) and none of the Company Representing Party's SEC Documents when filed, did not contain or as so amended, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The consolidated financial statements (including the related notes thereto) of the Company Representing Party included in its SEC Documents comply as to form, as of their respective date of filing with the Company SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documentswith respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Representing Party and its consolidated subsidiaries as of the respective dates thereof and the consolidated statements of income, cash flows and stockholders' equity for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected audit adjustments). No Representing Party Subsidiary is required to be material in amount. Except as set forth in Section 3.5 of make any filings with the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it the Company with the SEC since January 1February 26, 1994 under 1997 (as they have been amended since the Securities Act or the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC DocumentsReports"). Except as set forth As of their respective dates, the SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied in Section 3.5 all material respects with the requirements of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with Exchange Act and the Securities Act or Act, and the Exchange Actrules and regulations of the SEC promulgated thereunder applicable, as the case may be, including without limitation to such SEC Reports, and none of the SEC Reports 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. (b) The financial statements of the Company included in the SEC Reports at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements thereunder and with the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the respective dates and for Company is subject to the respective periods thereofperiodic reporting requirements of the Exchange Act or required to file any form, except that report or other document with the unaudited interim quarterly SEC, the NYSE, any other stock exchange or any other comparable Governmental Authority. (c) Except as reflected, reserved against or otherwise disclosed in the financial statements were of the Company included in the SEC Reports or are subject as otherwise disclosed in the SEC Reports, in each case, filed prior to normal and recurring year-end adjustments which were the date of this Agreement or are not expected to be material in amount. Except as set forth in Section 3.5 4.6(c) of the Company Disclosure Schedule, as of the date hereof, neither the Company is not aware nor any of its subsidiaries have any facts liabilities or circumstances obligations (absolute, accrued, fixed, contingent or otherwise) which would require be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since January 30, 1999 which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) Since January 30, 1999, (i) no development or event has occurred that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or on the ability of the Company to amend or restate consummate the Transactions, (ii) the Company and each of its subsidiaries has conducted its respective operations in the ordinary and usual course of business consistent with past practice and (iii) neither the Company nor any of its subsidiaries has taken any action or omitted to take any action, which act or omission, if after the date of this Agreement, would result in a breach or violation of Section 6.1. (e) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC Documents, including without limitation pursuant to the financial information included thereinSecurities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Since January 1, 2009, the Company has timely filed (i) or otherwise transmitted all Company SEC Documents, each of which as finally amended prior to the date hereof, has complied as to form in all material respects with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or applicable requirements of the Exchange Act, includingthe Securities Act and the rules and regulations promulgated thereunder or under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the ▇▇▇▇-▇▇▇▇▇ Act, without limitation (i) all Annual Reports each as in effect on Form 10-Kthe date so filed. Since January 1, (ii) all Quarterly Reports on Form 10-Q2009, (iii) all proxy statements relating to meetings none of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with contained, when filed as finally amended prior to the Securities Act or the Exchange Actdate hereof, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries Subsidiaries is required subject to file any statements or reports with the SEC pursuant to reporting requirements of Sections 13(a) or 15(d) under the Exchange Act or otherwise required to file or furnish any forms, reports or other documents with the SEC. There are no outstanding or unresolved comments in comment letters from the SEC or its staff with respect to any Company SEC Document. To the Knowledge of the Exchange ActCompany, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Except as set forth Since January 1, 2009, the Company has complied in Section 3.5 all material respects with the applicable listing and corporate governance rules and regulations of the Company Disclosure Schedule, Nasdaq Stock Market LLC. (c) Each of the consolidated financial statements (including the related any notes and schedules thereto) of the Company included or incorporated by reference in the Company SEC DocumentsDocuments (the "Financial Statements") (w) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, in all material respects, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") , in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes theretoto the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnote disclosure as permitted by GAAP), and (z) and fairly present presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates date and for the respective periods thereofreferred to in the Financial Statements. Neither the Company nor any Subsidiary of the Company has any unresolved material dispute with BKD, LLP that would be required to be disclosed in any document required to be filed with the SEC under Item 304 of Regulation S-K promulgated under the Securities Act (i) on a matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure or (ii) in connection with any matter related to the audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2011. (d) The Company and its Subsidiaries have no outstanding indebtedness for borrowed money, including pursuant to the Credit Facility. (e) Neither the Company nor any of the Company's Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company's or such Subsidiary's audited financial statements or other Company SEC Documents. (f) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) in accordance with Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company and all of its Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC. The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of the Company's and its consolidated Subsidiaries' financial reporting and the preparation of their financial statements for external purposes in accordance with GAAP. As of December 31, 2011, neither the chief executive officer (including any interim chief executive officer) nor the chief financial officer of the Company has become aware of, and neither the Company Board nor the audit committee of the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a "significant deficiency" or a "material weakness" (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the design or operation of the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company's internal control over financial reporting. (g) The statements contained in the certifications of each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) filed with the Company SEC Documents as required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Documents were true and accurate in all material respects as of the date they were made. The Company is in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, except for any non-compliance that the unaudited interim quarterly financial statements were or are subject to normal has not had and recurring year-end adjustments which were or are would not reasonably be expected to be have, individually or in the aggregate, a Material Adverse Effect. (h) To the Knowledge of the Company, since January 1, 2009, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from employees of the Company and its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company's officers or directors. The Company has made available to Parent a summary of all material complaints or concerns relating to employee concerns regarding possible violations of Law made since January 1, 2009. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company's chief financial officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in amount. Except as instances not required by those rules. (i) All accounts receivable (including trade receivables and other receivables) have been recorded on the Financial Statements in accordance with GAAP and derive from bona fide sales transactions entered into in the ordinary course of business consistent with past practice and are payable on the terms and conditions set forth in Section 3.5 the applicable Contract (net of allowances for doubtful accounts as reflected in the Financial Statements in accordance with GAAP). To the Knowledge of the Company Disclosure ScheduleCompany, the $3.0 million receivable due from the Company's Canadian agent for receivables collected but not yet remitted to the Company described in footnote 13 to the Company's Financial Statements for the year ended December 31, 2011 is fully recoverable. (j) All inventory reflected in the Financial Statements consists of quantity and quality usable and salable in the ordinary course of business consistent with past practices and is not aware obsolete, defective, damaged or slow moving, and is merchantable and fit for its intended use and is being actively marketed in the commercial channels in the ordinary course of any facts or circumstances which would require business consistent with past practices, subject only to the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.allowances and reserves reflected in the

SEC Reports and Financial Statements. (a) The Since January 1, 2007, the Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, including all exhibits thereto, the "“Company SEC Documents"). Except as set forth in Section 3.5 of Reports” ) required to be filed or furnished by the Company Disclosure Schedulewith or to the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Documents were prepared Reports complied in accordance all material respects with the requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, including without limitation the applicable accounting requirements thereunder be and the published respective rules and regulations of the SEC with respect theretopromulgated thereunder applicable to such Company SEC Reports, (ii) and none of the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Each Company SEC Report that is a registration statement, as amended or supplemented from time to time, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not, and each such Company SEC Report filed subsequent to the date of this Agreement and prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state any 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 Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2007 relating to the Company SEC Reports, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Staff with respect to the Company SEC Reports. To the Knowledge of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) , none of the Exchange ActCompany SEC Reports is the subject of ongoing SEC review or investigation. (b) Except as set forth The consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders’ equity and consolidated statements of cash flows (including, in Section 3.5 of the Company Disclosure Scheduleeach case, any related notes and schedules thereto) (collectively, the consolidated financial statements (including the related notes thereto“Company Financial Statements”) of the Company included contained in the Company SEC DocumentsReports comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as may be noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries the Company Subsidiaries as of the respective dates and or for the respective periods thereofpresented therein (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-year end adjustments which were or are that will not expected to be material in amountamount or effect). Except as set forth in Section 3.5 of Neither the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, other than liabilities (i) as and to the extent reflected or reserved against on the balance sheet of the Company and the Company Subsidiaries as of April 2, 2010 (the “Balance Sheet Date”) (including the notes thereto) or any subsequent Company Financial Statement included in the Company SEC DocumentsReports, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practices, (iii) that are not, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, or (iv) incurred in connection with the Transactions. The Company has a tangible net worth in excess of $35 million. For purposes of the foregoing, tangible net worth shall mean total assets minus current liabilities. (c) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including, any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the results, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company SEC Reports. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 1, 2007, the principal executive officer and principal financial officer of the Company (or the principal executive officer and the principal financial officer of the Company at the time such report was filed) have made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act, Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in any such certifications are complete and correct. For purposes of this Section 3.5(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated by the SEC under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the Knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recently completed evaluation, to the Company’s auditors and the audit committee of the Company Board and to Parent, (i) all significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. To the Knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without limitation qualification, when next due. For purposes of this Agreement, the term “material weakness” shall have the meaning assigned to it in the Statement of Auditing Standards 60, as in effect on the date hereof. (f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) The Company and each Company Subsidiary is in compliance in all material respects with all requirements to file forms, reports, schedules, financial information included thereinstatements and other documents with Governmental Authorities outside the United States.

SEC Reports and Financial Statements. (a) The Company LandCare has timely filed (i) with the SEC, SEC and has delivered or heretofore made available to Acquiror, ServiceMaster true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 1, 1994 the LandCare's inception under the Exchange Act and the Securities Act or (as such documents have been amended since the Exchange Acttime of their filing, collectively, the "LANDCARE SEC DOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the LandCare SEC Documents, including, without limitation limitation, any financial statements and schedules included therein, (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (ii) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) Except as set forth in Section 3.5 Each of the Company Disclosure Schedule, the consolidated financial statements included in LandCare SEC Documents and the Third Quarter Financial Statements (including as hereinafter defined) has been prepared from, and is in accordance with, the related notes thereto) books and records of LandCare and/or its consolidated Subsidiaries, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documentswith respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company LandCare and its consolidated subsidiaries Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments and lack of footnote disclosures). "THIRD QUARTER FINANCIAL STATEMENTS" means the unaudited consolidated and consolidating balance sheets and statements of income and changes in stockholders' equity of LandCare as of the respective dates and for the respective periods thereofthree and nine months ended September 30, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except 1998 attached hereto as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinSchedule 3.6.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1March 31, 1994 2015, under the Exchange Act or the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "“Company SEC Documents"”). Except As of its respective date or, if amended, as set forth in Section 3.5 of the date of the last such amendment, each Company Disclosure ScheduleSEC Document (i) did not contain (or, the with respect to Company SEC Documents were prepared in accordance with filed after the Securities Act or the Exchange Actdate hereof, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (iiwill not contain) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied (or will comply) in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and SOX as the case may be, the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, and the listing and corporate governance rules and regulations of NASDAQ. None of the Company's subsidiaries is ’s Subsidiaries is, or at any time since March 31, 2015, has been, required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) SEC. Each of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments (the “Company Financial Statements”) (i) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP") ”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes theretoto the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (iv) and fairly present presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates and for the respective periods thereof, except that referred to in the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 Company Financial Statements. (b) Each of the principal executive officer of the Company Disclosure Schedule, and the principal financial officer of the Company is not aware has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of any facts or circumstances which would require the Company SOX with respect to amend or restate any of the Company SEC Documents, including without limitation and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (c) The Company has established and maintains, and at all times since March 31, 2015 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information included thereinrequired to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since December 31, 2014, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (the material circumstances of which (if any) have been made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2014, neither the Company nor any of its Subsidiaries has received any material, unresolved, complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls.

SEC Reports and Financial Statements. (a) The Company ------------------------------------ has timely filed (i) with the SEC, SEC and has delivered or heretofore made available to Acquiror, Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries since January 1, 1994 1996 under the Securities Exchange Act or of 1934, as amended (the "Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special"), and ------------ the Securities Act (iv) as such documents have been amended since the time of their filing, together with all Current Reports on Form 8-K, exhibits and (v) all other reports, schedules, registration statements or other documents (schedules thereto collectively, the "Company SEC Documents"). Except As of their respective dates or, if amended, as set forth in Section 3.5 of ---------------------- the date of the Company Disclosure Schedulelast such amendment, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required misleading and (b) complied as to file any statements or reports form in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the Company Disclosure Schedule, SEC thereunder. Each of the consolidated financial statements (including the any related notes theretoand schedules) of the Company included in the Company SEC DocumentsDocuments complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and thereof or for the respective periods thereofpresented therein (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected adjustments). All material agreements, contracts and other documents required to be material in amount. Except filed as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company exhibits to amend or restate any of the Company SEC DocumentsDocuments have been so filed. (b) The Annual Statement and Quarterly Statements of Capital Markets Assurance Corporation, including without limitation a New York domiciled stock insurance company and a wholly owned subsidiary of the Company (the "Company Insurer"), as filed with the New York Superintendent of --------------- Insurance (the "New York Superintendent") for the year ended December 31, 1996 ----------------------- (the "Company Annual Statutory Statement") and the quarters ended March 31, 1997 ---------------------------------- and June 30, 1997 (the "Company Quarterly Statutory Statements"), respectively, -------------------------------------- together with all exhibits and schedules thereto (the Company Annual Statutory Statement and Company Quarterly Statutory Statements, together with all exhibits and schedules thereto, are referred to as the "Company Statutory Financial --------------------------- Statements"), have been prepared in all material respects in accordance with the ---------- accounting practices prescribed or permitted by the National Association of Insurance Commissioners (the "NAIC") and the New York Insurance Department for ---- purposes of financial reporting to the state's insurance regulators ("New York -------- Statutory Accounting Principles"), and such accounting practices have been ------------------------------- applied on a basis consistent with New York Statutory Accounting Principles throughout the periods involved, except as expressly set forth in the notes, exhibits or schedules thereto, and the Company Statutory Financial Statements present fairly in all material respects the financial information included thereinposition and the results of operations for the Company Insurer as of the dates and for the periods therein in accordance with New York Statutory Accounting Principles. The Company has heretofore made available to Parent true and complete copies of the Company Statutory Financial Statements.

SEC Reports and Financial Statements. (a) The Each form, report, ------------------------------------ schedule, registration statement and definitive proxy statement filed by the Company has timely filed (i) with the SECSEC on or after October 11, and has delivered or made available 1996 (as such documents have been amended prior to Acquiror, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelydate hereof, the "Company SEC DocumentsReports"), as of their ------------------- respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder and, since the first date on which Company Common Shares were listed for trading on the NASDAQ National Market System, the rules of the NASD. Except as set forth in Section 3.5 The Company has made available to FACO accurate and complete copies of all SEC Reports filed by the Company since October 11, 1996. None of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange ActReports, as the case may beof their respective dates, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain contained any untrue statement of a material fact or omit failed to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, and its Subsidiaries included in such Company SEC Reports (the consolidated financial statements (including the related notes thereto"Company Financial Statements") complied as to form in ---------------------------- all material respects with applicable accounting requirements and with published rules and regulations of the Company included in the Company SEC Documentswith respect thereto as of their respective dates, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved US GAAP as in effect as of such dates (except as may be indicated in the notes thereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects, subject, in the case of the unaudited interim financial statements, to normal, year-end adjustments, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.

SEC Reports and Financial Statements. (a) 3.15.1. The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true the Purchasers accurate and complete copies of(excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 2001 (collectively, with all formsinformation incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, statements forms and other documents required to be have been filed by the Company with the SEC have been so filed on a timely basis, except as indicated in such SEC Reports. As of the time it since January 1was filed with the SEC (or, 1994 under if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange ActAct of 1934, including, without limitation (i) all Annual Reports on Form 10-K, as amended; and (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations none of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) 3.15.2. Except as set forth in Section 3.5 of for the Company Disclosure Schedulepro forma financial statements, the consolidated financial statements contained in the SEC Reports: (including i) complied as to form in all material respects with the related notes thereto) published rules and regulations of the Company included in the Company SEC Documents, have been applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto) and fairly present to such financial statements and, in the consolidated financial position and the consolidated results case of operations and cash flows (and changes in financial positionunaudited statements, if any) as permitted by Form 10-QSB of the Company SEC, and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or may not contain footnotes and are subject to normal and recurring year-end audit adjustments which were will not, individually or are not expected to in the aggregate, be material in amount. Except as set forth ); and (iii) fairly present, in Section 3.5 all material respects, the consolidated financial position of the Company Disclosure Schedule, as of the Company is not aware respective dates thereof and the consolidated results of any facts or circumstances which would require the Company to amend or restate any operations of the Company SEC Documents, including without limitation for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial information included thereinstatements have been included. 3.15.3. The Company has no debt, liability or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due and whether or not the amount hereof is readily ascertainable, that will not be reflected as a liability in the Company's SEC Reports. There will be no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("FAS No. 5") issued by the Financial Accounting Standards Board (the "FASB") which will not be adequately provided for in the Company financial statements as required by FAS No. 5.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed (i) with the SEC, and has delivered or heretofore made available to Acquiror, the Company true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it since under the Exchange Act from and after January 1, 1994 under the Securities Act or the Exchange Act2002 (such forms, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements and other documents, including any financial statements or other documents (collectivelyschedules included therein, are referred to as the "Company “Parent SEC Documents"”). Except as set forth in Section 3.5 of The Parent SEC Documents, at the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder (and to the extent applicable, the Public Company Accounting Oversight Board). Except to the extent revised or superseded by a subsequently filed Parent SEC Document, the Parent SEC Documents do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The financial statements of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company Parent included in the Company Parent SEC Documents, heretofore delivered to the Company, as of the dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Parent and its consolidated Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. None of the Company and its consolidated subsidiaries as of Parent Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered previously furnished or made available to Acquirorthe Purchaser (i) its Annual Report on Form 10-K for the fiscal year ended December 31, true 2006 as filed with the SEC), and complete copies of(ii) all other reports filed by the Company with the SEC under Section 13 or subsections (a) and (c) of Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from January 1, 2007 through the date of this Agreement (such reports are collectively referred to herein as the “Reports”). The Reports constitute all forms, reports, schedules, statements and other of the documents required to be filed by it since the Company under Section 13 or subsections (a) and (c) of Section 14 of the Exchange Act with the SEC from January 1, 1994 under 2007 through the Securities Act or date of this Agreement. The Reports complied in all material respects with the requirements of the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents thereunder when filed. The Reports, did when considered together, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The audited financial statements (including for the related notes thereto) of year ended December 31, 2006 and the Company unaudited financial statements for the quarter ended March 31, 2007 included in the Company SEC Documents, Reports (the “Financial Statements”) have been prepared in accordance with United States U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes theretoor as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position condition and the consolidated operating results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates dates, and for the respective periods thereofperiods, except that indicated therein (subject, in the case of the unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were audit adjustments). Since December 31, 2006, the Company has conducted its business in the ordinary course, and there has not been any Material Adverse Effect. Since March 31, 2007, the Company has incurred no liabilities (contingent or are not otherwise) outside the ordinary course of business that would reasonably be expected to be material have, individually or in amountthe aggregate, a Material Adverse Effect. Except as set forth disclosed in Section 3.5 of the Company Disclosure ScheduleFinancial Statements, the Company is not aware a guarantor or indemnitor of any facts indebtedness of any other person, firm or circumstances which corporation that would require reasonably be expected to have, individually or in the Company to amend or restate any of the Company SEC Documentsaggregate, including without limitation the financial information included thereina Material Adverse Effect.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with with, or furnished to, as applicable, the SECSEC all registration statements, and has delivered or made available to Acquiror, true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it the Company since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation 2014 (i) together with all Annual Reports on Form 10-K, (ii) exhibits and schedules thereto and all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelyinformation incorporated therein by reference, the "“Company SEC Documents"”). Except As of their respective dates, or if amended, as set forth in Section 3.5 of the Company Disclosure Scheduledate of the last such amendment, the Company SEC Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, Securities Act or and the Exchange Act, as Act (to the case may be, including without limitation the applicable accounting requirements thereunder extent then applicable) and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 Each of the Company Disclosure Schedule, the consolidated financial statements (including the including, in each case, any related notes thereto) of the Company included contained in the Company SEC DocumentsDocuments (the “Company Financial Statements”), have been (i) complied, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, indicated (except that the unaudited interim quarterly financial statements were or are will be subject to normal and recurring year-end adjustments which were or are not expected and quarter-end adjustments). (c) The Company maintains a system of internal accounting controls sufficient to be material provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in amount. Except as set forth in Section 3.5 accordance with GAAP. (d) The Company has timely responded to all comment letters from the Staff of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company SEC relating to amend or restate any of the Company SEC Documents, including without limitation and the financial information included thereinSEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the Company SEC Documents filed on or prior to the date hereof is, to the Knowledge of the Company, subject to ongoing SEC review or investigation. (e) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, registration statements, definitive proxy statements and other documents (together with all amendments thereof and supplements thereto) filed by Parent or any of its Subsidiaries with the SEC since November 1997 (as such documents have since the time of their filing been amended or supplemented, the "Parent SEC Reports"), are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by it file with the SEC since January 1such date. As of their respective dates, 1994 under the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company Parent SEC DocumentsReports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole)) the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in the Parent SEC Reports or Section 3.5 4.05 of the Company Parent Disclosure ScheduleLetter, each Subsidiary of Parent is treated as a consolidated subsidiary of Parent in the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinParent Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed previously furnished to the Lenders complete and correct copies, including exhibits of: (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all its Annual Reports Report on Form 10-KK for the fiscal year ended October 1, 1994; (ii) all its Quarterly Reports on Form 10-QQ for the three- month period ended December 31, 1994, April 1, 1995 and July 1, 1995; (iii) all its proxy statements statement relating to meetings its February 7, 1995 meeting of shareholders (whether annual or special), shareholders; and (iv) all Current Reports reports on Form 8forms other than 10-K, and (v) all other reports, schedules, registration statements K or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of 10-Q filed by the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities and Exchange Commission (the "SEC") or the NASDAQ since October 2, 1993. The Company has heretofore made timely all filings, reports and registrations required under the Securities Act or of 1993, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") and all such filings conformed in all material respects to the requirements of the Securities Act and the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not at the time of filing contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Scheduleon Schedule 2.6, the consolidated audited financial statements (including the related notes thereto) of the Company and unaudited interim financial statements included in the Company SEC Documents, have been reports or other filings referred to in this Section 2.6 were prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except that the notes to the unaudited interim financial statements have been condensed pursuant to the rules and regulations of the SEC) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company for the periods shown therein, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments which will not, in any event, be material. Nothing has come to the attention of the senior management of the Company since such dates which would indicate that such financial statements were not true, accurate and its consolidated subsidiaries complete in all material respects as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it since January 1, 1994 the Company with the SEC under the Securities Act or the Exchange ActAct since January 1, including, without limitation 2000 (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings as they have been amended or superseded by subsequent filings under the Securities Act or Exchange Act since the time of shareholders (whether annual or special), (iv) all Current Reports on Form 8-Ktheir filing, and (v) including any documents filed as exhibits thereto and all other reports, schedules, registration financial statements or other documents (schedules included or incorporated by reference therein, collectively, the "Company SEC DocumentsReports"). Except as set forth in Section 3.5 ) and substantially complete and correct copies of all of the Company Disclosure Schedule, SEC Reports are available to Purchaser on ▇▇▇▇▇. The SEC Reports complied in all material respects with the Company SEC Documents were prepared in accordance with requirements of the Exchange Act or the Securities Act or the Exchange Actof 1933, as amended (the case may be"Securities Act"), including without limitation the applicable accounting requirements thereunder as applicable, and the published rules and regulations of the SEC with respect theretopromulgated thereunder. As of their respective dates, (ii) as of the Company date they were filed or, if amended or superseded by subsequent filings under the Securities Act or Exchange Act, as of the date of such amendment or superseding filing, none of the SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Company contained in the Company's Form 10-QSB for the fiscal quarter ended September 30, 2002, the Company does not have any material liabilities, indebtedness or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities that have been (i) disclosed in the SEC Reports prior to the date hereof or in Section 3.5 4.5(b) of the Company Disclosure Schedule, or (ii) incurred in the consolidated financial statements ordinary course of business consistent with past practice since September 30, 2002 which, in the case of clause (including ii), would not, individually or in the related notes theretoaggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) The Company has heretofore furnished to Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company included in with the Company SEC Documents, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during pursuant to the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position Securities Act and the consolidated results of operations rules and cash flows (regulations promulgated thereunder or the Exchange Act and changes in financial position, if any) of the Company rules and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinregulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SECEach form, report, schedule, registration statement, proxy statement, information statement, exhibit and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements and any other documents document required to be filed by it the Parent with the Securities and Exchange Commission (the "SEC") since January 1, 1994 under 2000 (as such documents have been amended prior to the date hereof, the "SEC Reports"), as of their respective dates, was timely filed and complied in all material respects with the applicable requirements of the Securities Act or the and Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations None of the SEC with respect theretoReports, (ii) the Company SEC Documents when filedas of their respective dates, did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of , except for such statements, if any, as have been modified or superseded by subsequent filings prior to the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Actdate hereof. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The consolidated financial statements (including the related notes thereto) of the Company Parent included in such SEC Reports and any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the Company published rules and regulations of the SEC Documentswith respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that then ended. (c) Neither the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate Parent nor any of the Company SEC DocumentsParent Subsidiaries have any direct or indirect Liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the notes to the audited financial statements of Parent. Neither the Parent nor any Parent Subsidiary has any Knowledge of any circumstance, including without limitation the financial information included thereincondition, event or arrangement that has taken place at any time that may hereafter give rise to any Liabilities.

SEC Reports and Financial Statements. (a) The Company has timely filed or furnished (ias applicable) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date of this Agreement by it since January with the Securities and Exchange Commission (“SEC”) from July 1, 1994 under 2004 through the Securities Act or date hereof (the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "“Company SEC Documents"”). Except as set forth in Section 3.5 2.4 of the Company Disclosure Schedule, as of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents were prepared complied in accordance all material respects with the applicable requirements of the Securities Act or of 1933 and the Exchange ActAct at the time they were filed (or, if amended at the time of such amendment), as the case may be, including without limitation and the applicable accounting requirements thereunder and the published rules and regulations promulgated thereunder, and none of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The consolidated financial statements (including the all related notes theretoand schedules) of the Company included in the Company SEC DocumentsDocuments fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, have been prepared as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in accordance the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein).

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or heretofore made available to AcquirorParent, true and complete copies of, all formsthe Company SEC Documents. As of their respective dates or, reportsif amended, schedulesas of the date of the last such amendment filed prior to the date hereof, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange ActCompany SEC Documents, including, without limitation limitation, any Financial Statements or schedules included therein (ia) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is Company Subsidiaries are required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) SEC. Except as set forth in Section 3.5 Schedule 3.7 of the Disclosure Schedules, each of the Company Disclosure ScheduleSEC Documents was filed on a timely basis. The Financial Statements have been prepared from, and are in accordance with, the consolidated financial statements (including the related notes thereto) books and records of the Company included and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the Company published rules and regulations of the SEC Documentswith respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods period involved (except as may be indicated stated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountadjustments. Except as set forth in Section 3.5 Schedule 3.7 of the Disclosure Schedules, since January 1, 2004, there has been no change in any accounting (or tax accounting) policy, practice or procedure of the Company Disclosure Schedule, or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries is not aware a party to any securitization transaction or "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K promulgated by the SEC). Except as set forth in Schedule 3.7 of the Disclosure Schedules, there are no liabilities of the Company or any of the Company Subsidiaries of any facts kind whatsoever, whether or circumstances which would require not accrued and whether or not contingent or absolute, that are material to the Company to amend and the Company Subsidiaries, taken as a whole, other than (i) liabilities disclosed or restate any provided for in the consolidated balance sheet of the Company and its Subsidiaries at December 31, 2003, including the notes thereto, (ii) liabilities disclosed in the Company SEC Documents, including without limitation (iii) liabilities incurred on behalf of the financial information included thereinCompany in connection with this Agreement and the contemplated Merger, and (iv) liabilities incurred in the ordinary course of business consistent with past practices since December 31, 2003.

SEC Reports and Financial Statements. (a) The Company Purchaser has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements reports and other documents filings required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared Purchaser in accordance with the Securities Act or and the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder Act and the published rules and regulations promulgated thereunder (the “Purchaser SEC Reports”). As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC with respect theretoReports and, (ii) except to the Company extent that information contained in any Purchaser SEC Documents when filedReport has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, did not contain none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of the Company's subsidiaries is required to file any statements or reports Purchaser included in Purchaser SEC Reports were prepared from and are in accordance with the SEC pursuant to Sections 13(a) or 15(d) accounting books and other financial records of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure SchedulePurchaser, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been were prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth in Section 3.5 of the Company Disclosure SchedulePurchaser SEC Reports, the Company is not aware Purchaser has no liabilities or obligations of any facts nature (whether accrued, absolute, contingent or circumstances which would require otherwise) other than liabilities or obligations incurred in the Company to amend or restate any Ordinary Course of Business since the Company SEC Documents, including without limitation the financial information included thereinPurchaser Balance Sheet Date.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the United States Securities and Exchange Commission (the “SEC, and has delivered or made available to Acquiror, true and complete copies of, ”) all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it the Company with the SEC since January 1March 31, 1994 under 2006 (as they have been amended since the Securities Act time of their filing and including any current report on Form 8-K that has been filed with or furnished to the Exchange ActSEC and any documents filed, furnished or incorporated by reference as exhibits to any such filing, collectively, the “SEC Reports”). As of their respective dates, except as and to the extent modified or superseded in any subsequent SEC Report that is filed prior to the Effective Time, each SEC Report, including, without limitation (i) all Annual limitation, any financial statements or schedules included or incorporated by reference therein, in the case of SEC Reports filed on Form 10-Kor prior to the date of this Agreement, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-Kcomplied, and (v) in the case of SEC Reports filed after the date of this Agreement and prior to the Effective Time, will have complied, in all other reports, schedules, registration statements or other documents (collectively, material respects with the "Company SEC Documents"). Except as set forth in Section 3.5 requirements of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Exchange Act or the Exchange Securities Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretopromulgated thereunder, (ii) that were or are applicable to such SEC Report, and none of the Company SEC Documents Reports contained, or will contain, when filed, did not contain filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Since March 31, 2006, no Subsidiary of the Company's subsidiaries Company is or has been required to file any statements form, report or reports other document with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange ActSEC. (b) Except The consolidated balance sheets as set forth in Section 3.5 of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the Company Disclosure Schedulethree fiscal years in the period ended December 31, the consolidated financial statements 2006 (including the related notes and schedules thereto) of the Company contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006 included in the Company SEC DocumentsReports present fairly, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates and or for the respective periods thereofpresented therein in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved except as otherwise noted therein. (c) Except as reflected, except that reserved against or otherwise disclosed in the unaudited interim quarterly financial statements were dated as of December 31, 2006 (including the related notes and schedules thereto) of the Company included in the SEC Reports filed and publicly available prior to the date of this Agreement, or are subject to normal and recurring year-end adjustments which were or are not expected to be material disclosed in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) required to be set forth in a consolidated balance sheet of the Company and its Subsidiaries under GAAP, other than (i) liabilities incurred in the ordinary course of business, (ii) liabilities or obligations that the Company is not aware of any facts expressly permitted to incur pursuant to Section 5.01 or circumstances which would require that are incurred pursuant to, and in accordance with the Company to amend or restate any terms of, Contracts listed in Section 3.21(b) of the Company Disclosure Schedule (as in effect on the date hereof, without amendment or modification), (iii) liabilities for fees and expenses actually incurred by the Company in connection with the transactions contemplated by this Agreement or (iv) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The unaudited consolidated balance sheet as of March 31, 2007 and the related unaudited consolidated statement of income, shareholders’ equity and cash flows of the Company for the fiscal quarter ended March 31, 2007 (including the related notes and schedules thereto) of the Company contained in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2007 present fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date or for the period presented therein in accordance with GAAP applied on a consistent basis during the period involved, except as otherwise noted therein, subject to the absence of footnotes and to year-end audit adjustments, none of which adjustments would be material. (e) The Company has heretofore furnished to Parent an accurate and complete copy of all material agreements, documents or other instruments required to be, but which have not yet been, filed with the SEC Documentsand any amendments or modifications which have not yet been filed with the SEC to agreements, including without limitation documents or other instruments which previously had been filed by the financial information included thereinCompany with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1994 under 2004, pursuant to the Exchange Act or the Securities Act or of 1933, as amended (the Exchange "Securities Act") (such forms, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements and other documents, including any financial statements or other documents (collectivelyschedules included therein, are referred to as the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The Company SEC Documents were prepared in accordance with Documents, at the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (ii) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company Disclosure ScheduleSEC Document, the consolidated Company SEC Documents, as of their respective dates, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) Since December 31, 2005, there have been no comment letters or other correspondence received by the Company from the SEC (excluding letters related to confidential treatment applications and orders of effectiveness) or responses to such comment letters or other correspondence by or on behalf of the Company that have not been provided to Parent, and the copies of such letters and responses delivered or made available to Parent were true, correct and complete. The Company maintains disclosure controls and procedures required by Rule13a 15 or 15d 15 under the Exchange Act, and such controls and procedures are sufficient to provide reasonable assurance that material information relating to the Company, including Company Subsidiaries, required to be disclosed in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company's principal executive officer and principal financial officer to allow timely decisions regarding financial disclosure. No Company Subsidiary is required to file with the SEC any report, schedule, form, statement or other document. The Company currently is in compliance with the requirements applicable to securities that are traded on the Nasdaq Capital Market and since December 31, 2006, has not received any notice from the Nasdaq Capital Market asserting any non compliance with such requirements. (c) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents (the "Company Financials"), (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto then in effect at the same time as such filing, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly present presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries that are required by GAAP to be consolidated therein and fairly reflects its investment in any unconsolidated Subsidiary as of the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofindicated, except that the unaudited interim quarterly financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were or adjustments. All Company Subsidiaries that are not expected required by GAAP to be material consolidated in amountthe Company Financials have been so consolidated. The balance sheet of the Company contained in Company SEC Documents as of December 31, 2006 is hereinafter referred to as the "Company Balance Sheet." All accounts receivable of the Company that are reflected on the financial statements in the Company SEC Documents represented valid obligations arising from sales actually made or services actually performed by the Company in the ordinary course of business. Unless paid prior to the Closing Date, such accounts receivable are reasonably anticipated to be collectible net of the allowances or reserves shown on such financial statements. Except as disclosed in the Company Balance Sheet, neither the Company nor any Company Subsidiary has any liabilities required under GAAP to be set forth on a balance sheet which are, individually or in Section 3.5 the aggregate, material to the business, results of operations or financial condition of the Company Disclosure Schedule, and the Company is not aware of any facts or circumstances which would require Subsidiaries taken as a whole, except for liabilities incurred since the Company to amend or restate any date of the Company SEC DocumentsBalance Sheet in the ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement. Since December 31, 2005, neither the Company nor any Company Subsidiary nor, to the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or Company Subsidiaries or their respective internal accounting controls, including without limitation any complaint, allegation, assertion or claim that the financial information included thereinCompany or the Company Subsidiaries has engaged in questionable accounting or auditing practices (solely for purposes of this sentence, "knowledge" shall be deemed to include the actual knowledge of the Company's primary contact with the provider of the Company's Ethics and Compliance Hotline). Since January 1, 2006, the Company's auditors have not performed any non-audit services for the Company and the Company Subsidiaries. Since December 31, 2005, no attorney representing the Company or any Company Subsidiary, regardless whether employed by the Company or the Company Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company's Board of Directors or any committee thereof or to any director or officer of the Company. (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar contract or agreement (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving the Company or any Company Subsidiary in the Company Financial Statements. For purposes of this Agreement, "Affiliate" means any other Person directly or indirectly controlling or controlled by, or under common control with that Person; for purposes of this definition, "control"(including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with") as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and polices of that Person, whether through the ownership of voting securities, by contract or otherwise.

SEC Reports and Financial Statements. (a) The Since April 1, 2004, the Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedulesstatements, statements schedules and other documents (the "SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it since January 1, 1994 under pursuant to the Securities Act or federal securities laws and the Exchange Act, including, without limitation SEC rules and regulations thereunder. The SEC Reports (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in all material respects in accordance with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder Act and the published rules and regulations of the SEC with respect theretothereunder, each as applicable to such SEC Reports and (ii) the Company SEC Documents when filed, did not as of the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed SEC Report. None No subsidiary of the Company's subsidiaries Company is required subject to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Except as set forth in Section 3.5 Each of the Company Disclosure Schedule, the consolidated financial statements (including the related including, in each case, any notes thereto) of the Company included in the Company SEC Documents, have Reports has been prepared in all material respects in accordance with the published rules and regulations of the SEC (including Regulation S-X) as at the date of the filing of such reports, and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise stated in such financial statements, including the notes theretorelated notes) and each fairly present presents, in all material respects, the consolidated financial position and the consolidated position, results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates thereof and for the respective periods thereofindicated therein, except that as otherwise set forth in the notes thereto (subject, in the case of unaudited interim quarterly financial statements were or are subject statements, to the absence of complete footnote disclosure and to normal and recurring year-end adjustments which were adjustments, none of which, would differ materially from the notes to the audited financial statements included in the Company's applicable annual report). Except as set forth on Section 3.07(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any Indebtedness. (c) Except as disclosed in Section 3.07(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to any liabilities or are obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise), except (i) liabilities set forth on the face of the December 31, 2006 unaudited balance sheet included in the Company's report on Form 10-Q for the quarter ended December 31, 2006, (ii) liabilities incurred in the ordinary course of business and consistent with past practice since December 31, 2006, (iii) liabilities incurred in connection with the Transactions and (iv) liabilities that have not had and would not reasonably be expected to be material have, individually or in amount. the aggregate, a Company Material Adverse Effect. (d) Except as set forth in Section 3.5 3.07(d) of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any none of the Company or any of its subsidiaries is indebted to any director or officer of the Company or any of its subsidiaries (except for amounts due as normal salaries and bonuses or in reimbursement of ordinary business expenses and directors' fees) and no such person is indebted to the Company or any of its subsidiaries, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K promulgated by the SEC Documents, including without limitation other than those disclosed in the financial information included thereinSEC Reports. (e) The Company has heretofore furnished or made available to Merger Sub a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to SEC Reports which previously have been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely Lycos and its subsidiaries have filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it them with the SEC since January August 1, 1994 under 1998 (as amended since the Securities Act or time of their filing and prior to the Exchange Actdate of this Agreement, includingcollectively, without limitation (ithe "Lycos SEC Reports") and has heretofore made available to Terra complete and correct copies of all Annual Reports on Form 10-Ksuch forms, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelystatements, and proxy statements. As of their respective dates, the Lycos SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the "Company SEC DocumentsExchange Act"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with or the Securities Act or of 1933, as amended, including the Exchange rules and regulations of the SEC promulgated thereunder (the "Securities Act") applicable, as the case may be, including without limitation the applicable accounting requirements thereunder to such Lycos SEC Reports, and the published rules and regulations none of the Lycos SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 Lycos has previously made available to Terra copies of the Company Disclosure Scheduleconsolidated balance sheet of Lycos and its Subsidiaries as of July 31, for each of the fiscal years 1997, 1998 and 1999, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1997 through 1999, inclusive, as reported in Lycos's Annual Report on Form 10-K for the fiscal year ended July 31, 1999 (the "Lycos 1999 10-K") filed with the SEC under the Exchange Act in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Lycos. The July 31, 1999 consolidated balance sheet of Lycos (including the related notes, where applicable) included in the Lycos 1999 10-K fairly presents in all material respects the consolidated financial position of Lycos and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.5(b) (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders' equity and cash flows of Lycos and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes theretonotes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in SEC with respect thereto; and each of such statements (including the Company SEC Documentsrelated notes, have where applicable) has been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles ("U.S. GAAP") consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in such statements or in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth fully reflected or reserved against in Section 3.5 the July 31, 1999 consolidated balance sheet of Lycos (including the Company Disclosure Schedulerelated notes, where applicable) included in the Company is not aware Lycos 1999 10-K, since July 31, 1999 through to and including the date of this Agreement, neither Lycos nor any of its subsidiaries has incurred any liabilities or obligations of any facts nature whatsoever (absolute, accrued, fixed, contingent or circumstances otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and which have not had and would require the Company not reasonably be expected to amend or restate have a Material Adverse Effect on Lycos. The books and records of Lycos and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any of the Company SEC Documents, including without limitation the financial information included thereinother applicable legal and accounting requirements and reflect only actual transactions.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) filed, or furnished, as applicable, with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under 2004 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Securities Act or “Company SEC Documents”). The Company SEC Documents, as of their respective dates or, if amended, as of the Exchange Actdate of the last such amendment, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (ii) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange ActAct and Securities Act and the rules and regulations promulgated under such acts and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Company is separately required to make any filings with the SEC. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The consolidated financial statements (including the related notes thereto) of the Company included or incorporated by reference in the Company SEC DocumentsDocuments complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America ("“GAAP"”) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and fairly present presented the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except Since January 1, 2004, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as set forth required by applicable law and described in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company notes to amend or restate any of the Company SEC Documents, including without limitation the such financial information included thereinstatements.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1June 30, 1994 under 1999 (as such documents have been amended since the Securities Act or the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except As of their respective dates or, if amended, as set forth in Section 3.5 of the Company Disclosure Scheduledate of the last such amendment, the Company SEC Documents were prepared Documents, including, without limitation, any financial statements or schedules included therein, complied in accordance all material respects with the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the promulgated thereunder applicable to such Company SEC Documents when filedDocuments, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries Subsidiaries is required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) 12 or 15(d) 15 of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated . The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates and thereof or for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included presented therein.

SEC Reports and Financial Statements. (a) The Company Premier has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, Ophthalmic all forms, reports, schedules, statements reports and other documents ("Premier SEC Reports") required to be filed by it with the SEC since January April 1, 1994 under the Securities Act or the Exchange Act, including, without limitation 1994. None of such Premier SEC Reports (ias of their respective filing dates) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Premier SEC Report). None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The audited and unaudited consolidated financial statements (including the related notes thereto) of the Company Premier included in the Company any Premier SEC Documents, Report on Form 10-Q or Form 10-K have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in such financial statements, including the related notes or, in the notes thereto) case of unaudited statements, as permitted by Form 10-Q of the SEC rules), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present the consolidated financial position of Premier as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial positionposition for the periods then ended, if any) subject, in the case of the Company unaudited financial statements, to year end audit adjustments, and its consolidated subsidiaries as of the respective dates and except for the respective periods thereofabsence of certain footnote information in the unaudited statements. Premier does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except that for liabilities or obligations (i) reflected or reserved against on the unaudited interim quarterly financial statements were balance sheet as at December 31, 1997 (including the notes thereto and the other disclosure made in Ophthalmic's Form 10-Q for the quarter ended December 31, 1997) included in the Premier SEC Reports, or are subject to normal (ii) incurred in the ordinary course of business consistent with past practice since such date, in each case of clauses (i) and recurring year-end adjustments which were (ii) which, individually or are in the aggregate, would not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinhave a Material Adverse Effect on Premier.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies ofon a timely basis, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents 2005 (collectively, the "Company SEC Documents"). Except The Company SEC Documents, as set forth in Section 3.5 of their respective dates (or if amended prior to the date of this Agreement, as of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations date of the SEC with respect thereto, such amendment) (iii) the Company SEC Documents when filed, did do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (ii) comply in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act, the Securities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "S▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) Except As of their respective dates (or if amended prior to the date of this Agreement, as set forth in Section 3.5 of the Company Disclosure Scheduledate of such amendment), the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, including any related notes thereto, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated set forth in the notes theretothereto and subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. (c) The Company has established and changes maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Except (a) as reflected or reserved against in the Company's financial positionstatements (as restated, if anyor the notes thereto) included in the Company SEC Documents filed with or furnished to the SEC and publicly available prior to the date of this Agreement, (b) liabilities or obligations incurred in the ordinary course of business since the date of such financial statements, (c) liabilities permitted or contemplated by this Agreement in connection with the Merger and the other Transactions, and (d) except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinSubsidiaries.

SEC Reports and Financial Statements. (a) The Since January 1, 2023, the Company has timely filed (i) or furnished with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents Company SEC Reports required to be filed or furnished by it since January 1the Company with the SEC. As of their respective filing dates, 1994 under and giving effect to any amendments or supplements thereto filed prior to the Agreement Date, the Company SEC Reports complied in all material respects as to form with the requirements of the Securities Act or Act, the Exchange Act, includingand the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports. None of the Company Subsidiaries is required to file any forms, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (collectivelyb) The consolidated balance sheets and the related consolidated statements of operations, the "Company SEC Documents"). Except as set forth comprehensive income or loss, stockholders’ equity and cash flows (including, in Section 3.5 each case, any related notes and schedules thereto) of the Company Disclosure Schedule, contained in the Company SEC Documents were prepared in accordance Reports, as of their respective dates of filing with the Securities Act SEC (or, if such Company SEC Reports were amended prior to the Agreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or the Exchange Actrestated therein), comply as the case may be, including without limitation the to form in all material respects with applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein or to the notes theretoextent required by GAAP) and present fairly present in all material respects the consolidated financial position and the consolidated results statements of operations operations, income or loss, stockholders’ equity and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end adjustments), except to the extent that information contained in such Company SEC Report has been reviewed, amended, modified or supplemented (prior to the date of the Agreement) by a subsequent Company SEC Report. (c) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and changes 15d-15(f) under the Exchange Act) is reasonably designed in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial positionstatements in conformity with GAAP, if any(ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company and the Company Subsidiaries have no liabilities required by GAAP to be reflected on a consolidated balance sheet of the Company and the Company Subsidiaries (or in the notes thereto), other than liabilities (i) reflected or otherwise reserved against in the Company’s unaudited balance sheet in the most recent quarterly report on Form 10-Q (the “Reviewed Balance Sheet”, and the date of the Reviewed Balance Sheet, the “Reviewed Balance Sheet Date”) filed by the Company with the SEC prior to the Agreement Date; (ii) arising pursuant to this Agreement or incurred in connection with the Merger; (iii) incurred in the ordinary course of business on or after the Reviewed Balance Sheet Date; (iv) for performance of obligations under Contracts binding upon the Company or any Company Subsidiary (other than resulting from a breach thereof); or (v) that would not reasonably be expected to have a Company Material Adverse Effect. All Indebtedness of the Company and the Company Subsidiaries as of the Agreement Date (including the outstanding amount thereof) is set forth in Section 3.5(e) of the Company and its consolidated subsidiaries as Disclosure Schedules, other than Indebtedness with a principal amount of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinless than $1,000,000.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it the Company with the SEC since January 1, 1994 under 1998 (as they have been amended since the Securities Act or the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC DocumentsReports"). Except as set forth As of their ----------- respective dates, the SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied in Section 3.5 all material respects with the requirements of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with Exchange Act and the Securities Act or Act, and the Exchange Actrules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports 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. (b) The Company has heretofore furnished to Parent the latest available drafts of filings to be made with the SEC pursuant to the Exchange Act which have not been filed with the SEC, including without limitation the applicable accounting requirements thereunder and the published rules and regulations drafts of the SEC Company's Annual Report to Stockholders (collectively, the "Draft Filings"). Each of the Draft Filings will comply when ------------- filed as to form in all material respects with respect theretothe provisions of the Exchange Act, (ii) the Company SEC Documents when filed, did and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or incorporated by reference therein, or necessary in order to make the statements statement made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (bc) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsReports at the time filed (and, have been in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and 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) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the respective dates and Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the Nasdaq Stock Market, any stock exchange or any other comparable Governmental Authority except for IVI Checkmate Ltd. which is subject to the respective periods thereofcontinuous disclosure requirements of the securities legislation of the Canadian Jurisdictions. IVI Checkmate Ltd. has received an exemption order dated June 2, except that 1998 (the unaudited interim quarterly "Exemption Order") from the securities regulatory authorities of the --------------- Canadian Jurisdictions which exempts it from the continuous disclosure requirements of these jurisdictions. (d) Except as reflected, reserved against or otherwise disclosed in the financial statements were of the Company included in the SEC Reports or are subject as otherwise disclosed in the SEC Reports, in each case, filed prior to normal and recurring year-end adjustments which were the date of this Agreement or are not expected to be material in amount. Except as set forth in Section 3.5 3.6(d) of the Company Disclosure Schedule, as of the date hereof, neither the Company is not aware nor any of its subsidiaries has any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) which would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2000 which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (e) Since December 31, 2000, (i) no development or event has occurred that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or on the ability of the Company, Parent or Merger Sub to consummate the Transactions, (ii) the Company and each of its subsidiaries has conducted its respective operations in the ordinary and usual course of business consistent with past practice and (iii) neither the Company nor any of its subsidiaries has taken any action or omitted to take any action, which act or omission, if after the date of this Agreement, would result in a breach or violation of Section 5.1. (f) The Company has heretofore furnished to Parent a complete and correct copy of any facts amendments or circumstances modifications which would require have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to amend the Securities Act or restate any of the Company SEC Documents, including without limitation the financial information included thereinExchange Act.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or heretofore made available to AcquirorFremont, true and complete copies of, all formsthe Company SEC Documents. As of their respective dates or, reportsif amended, schedulesas of the date of the last such amendment filed prior to the date hereof, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange ActCompany SEC Documents, including, without limitation (i) all Annual Reports on Form 10-Klimitation, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration any financial statements or other documents schedules included therein (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Company Subsidiaries is required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) of SEC. The Financial Statements have been prepared from, and are in accordance with, in all material respects, the Exchange Act. (b) Except as set forth in Section 3.5 books and records of the Company Disclosure Scheduleand the Company Subsidiaries, on a consolidated basis, comply in all material respects with applicable accounting requirements and with the consolidated financial statements (including the related notes thereto) published rules and regulations of the Company included in the Company SEC Documentswith respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited financial statements, as permitted by Rule 10.01 of Regulation S-X promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated stated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its the Company Subsidiaries, on a consolidated subsidiaries basis, as of the respective dates times and for the respective periods thereofreferred to therein (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring customary year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinaudit adjustments).

SEC Reports and Financial Statements. (a) 5.4.1 The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true the Shareholder accurate and complete copies of, all forms(excluding copies of exhibits) of the SEC Reports. All statements, reports, schedules, statements forms and other documents required to be have been filed by the Company with the SEC have been so filed on a timely basis, except as indicated in such SEC Reports. As of the time it since January 1was filed with the SEC (or, 1994 under if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange ActAct of 1934, including, without limitation (i) all Annual Reports on Form 10-K, as amended; and (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations none of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) 5.4.2 Except as set forth in Section 3.5 of for the Company Disclosure Schedulepro forma financial statements, the consolidated financial statements contained in the SEC Reports: (including i) complied as to form in all material respects with the related notes thereto) published rules and regulations of the Company included in the Company SEC Documents, have been applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes theretoto such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) and fairly present present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 consolidated results of operations of the Company Disclosure Schedule, and its consolidated subsidiaries for the Company is not aware of any facts or circumstances which would require the Company to amend or restate any periods covered thereby. All adjustments considered necessary for a fair presentation of the Company SEC Documents, including without limitation the financial information included thereinstatements have been included.

SEC Reports and Financial Statements. (a) The Company Since June 30, 1998, Buyer has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it since January 1, 1994 under Buyer with the Securities Act or the and Exchange Act, including, without limitation Commission (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC DocumentsCommission"). Except As of their respective dates, the Buyer SEC Reports complied as set forth to form in Section 3.5 all material respects with the applicable requirements of the Company Disclosure ScheduleSecurities Act, the Company SEC Documents were prepared in accordance with the Securities Exchange Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations promulgated thereunder applicable to such Buyer SEC Reports and, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later Buyer SEC Report filed and publicly available prior to the date of this Agreement, none of the Buyer SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading on the dates that they were filed. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company Buyer included in the Company Buyer SEC DocumentsReports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during except, in the periods involved (except case of unaudited statements, as may be permitted by the Commission or as otherwise indicated in the notes thereto) and presented fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinaudit adjustments).

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or heretofore made available to AcquirorParent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 14, 1994 under the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except As of their respective dates, or if amended, as set forth in Section 3.5 of the Company Disclosure Scheduledate of the last such amendment, the Company SEC Documents were prepared in accordance with the Securities Act Documents, including, without limitation, any 10 16 financial statements or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, schedules included therein (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. misleading and (b) Except except as set forth disclosed in Section 3.5 of the Company Disclosure ScheduleSchedule complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments (the "Financial Statements") (i) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iv) fairly present presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject referred to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.

SEC Reports and Financial Statements. (a) The Company Since November 10, 2009, Purchaser has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements reports and other documents filings required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared Purchaser in accordance with the Securities Act or and the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder Act and the published rules and regulations promulgated thereunder (the “Purchaser SEC Reports”). As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC with respect theretoReports and, (ii) except to the Company extent that information contained in any Purchaser SEC Documents when filedReport has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, did not contain none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of the Company's subsidiaries is required to file any statements or reports Purchaser included in Purchaser SEC Reports were prepared from and are in accordance with the SEC pursuant to Sections 13(a) or 15(d) accounting books and other financial records of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure SchedulePurchaser, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been were prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth in Section 3.5 of the Company Disclosure SchedulePurchaser SEC Reports, the Company is not aware Purchaser has no liabilities or obligations of any facts nature (whether accrued, absolute, contingent or circumstances which would require otherwise) other than liabilities or obligations incurred in the Company Ordinary Course of Business. The Purchaser SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required to amend or restate any be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the Company SEC Documents, including without limitation the financial information included thereinSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, the Investor a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it the Company with the SEC since January 1, 1994 under 1998 (as such documents have since the time of their filing been amended or supplemented, the "SEC 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 SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange ActAct of 1934, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Actamended, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company SEC DocumentsReports (the "Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company Purchaser has timely filed (i) with the SEC, Securities and has delivered or made available to Acquiror, Exchange Commission true and complete copies ofof the Purchaser's Annual Report on Form 10-KSB for the year ended June 30, 2003 and all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 the Purchaser under the Securities Act Act, or the Securities Exchange Act, includingfrom and after the filing thereof (such annual report, without limitation (i) all Annual Reports on Form 10-Kforms, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements and other documents, including any financial statements or other documents (collectivelyschedules included therein, the "Company PURCHASER SEC DocumentsDOCUMENTS"). Except as set forth in Section 3.5 of The Purchaser SEC documents, at the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. , and (b) Except as set forth complied in Section 3.5 all material respects with the applicable requirements of the Company Disclosure ScheduleSecurities Exchange Act, and the consolidated Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder. There have not been any amendments to the Purchaser SEC Documents since the initial filing thereof. The financial statements (including the related notes thereto) of the Company included Purchaser contained in the Company Purchaser SEC Documents, Documents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with delivered to Parent prior to the SEC, and has delivered or made available to Acquiror, execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC since January 1December 31, 1994 under 1995 (as such documents have since the Securities Act time of their filing been amended or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelysupplemented, the "Company SEC DocumentsReports"). Except as set forth in Section 3.5 of , which are all the documents (other than preliminary material) that the Company Disclosure Scheduleand its Subsidiaries were required to file with the SEC since such date. As of their respective dates, the Company SEC Documents were prepared Reports (i) complied as to form in accordance all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company SEC DocumentsReports (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in Section 3.5 4.05 of the Company Disclosure ScheduleLetter, each Subsidiary of the Company is not aware of any facts or circumstances which would require the Company to amend or restate any treated as a consolidated subsidiary of the Company SEC Documents, including without limitation in the financial information included thereinCompany Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) all required forms and reports with the SECSEC since July 31, and has delivered or made available 2007 (including all certifications required pursuant to Acquirorthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, true and complete copies ofas amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) (collectively, the “Company SEC Reports”). As of their respective dates, the Company SEC Reports (a) complied as to form in all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under material respects with the Securities Act or applicable requirements of the Exchange Act, including, without limitation the Securities Act and the rules and regulations promulgated thereunder (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or specialthe “Securities Laws”), (iv) all Current Reports each as in effect on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, date the Company SEC Documents were prepared in accordance with the Securities Act Report was filed or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretoeffective, (iib) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (c) were filed on a timely basis. None No Company Subsidiary is subject to the periodic reporting requirements of the Company's subsidiaries Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or reports other documents with the SEC. The Company has made available to Parent correct and complete copies of all written comment letters from the staff of the SEC received since July 31, 2007 relating to the Company SEC Reports and all responses thereto other than with respect to requests for confidential treatment, in all cases which are not available on the SEC’s ▇▇▇▇▇ system prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC 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 and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13(a) 13 or 15(d) of the Exchange ActAct and for normal year-end audit adjustments which would not be material in amount or effect. (bc) Except The Company maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act) that are effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the Company’s management as appropriate to allow timely decisions regarding disclosure, and to make the certifications, required pursuant to Section 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since July 31, 2007, the Company’s principal executive officer and its principal financial officer (each as defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (or each former principal executive officer and each former principal financial officer of the Company, as applicable) have made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Reports. Since July 31, 2007, neither the Company nor any of the Company Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (d) Since July 31, 2007 through the date of this Agreement, (i) neither the Company nor any of the Company Subsidiaries, nor any director or executive officer of the Company or any of the Company Subsidiaries has, and, to the Company’s Knowledge, no other officer, employee or accountant of the Company or any of the Company Subsidiaries has, received any material complaint, allegation, assertion or claim, in writing (or, to the Company’s Knowledge, orally) that the Company or any of the Company Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of Securities Laws or breach of fiduciary duty by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) The aggregate outstanding Indebtedness of the Company and the Company Subsidiaries as of the date hereof does not exceed $79.9 million in the aggregate (the components of which are set forth in out on Section 3.5 3.7(e) of the Company Disclosure Schedule, the consolidated financial statements (including the related notes theretoSchedules and which amount includes $26.6 million of Indebtedness for contingent lease guarantees). Section 3.7(e) of the Company included in Disclosure Schedule lists the Company SEC Documents, have been prepared in accordance with United States generally accepted accounting principles outstanding Indebtedness ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if anyprincipal amount thereof) of the Company and its consolidated subsidiaries the Company Subsidiaries in excess of $500,000 as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereindate hereof.

SEC Reports and Financial Statements. (a) The Company AFN has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company “AFN SEC Documents"”). Except as set forth in Section 3.5 of the Company Disclosure ScheduleAFN SEC Documents, the Company SEC Documents were prepared in accordance with the Securities Act when filed or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretofurnished, (iii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (ii) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) . Except as set forth in Section 3.5 3.5(a) of the Company AFN Disclosure Schedule, no AFN Subsidiary is required to make any filings with the consolidated SEC, the NYSE or any other stock exchange. (b) Each of the financial statements (of AFN included in the AFN SEC Documents, including the any related notes thereto) , complied as to form, as of their report filing dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documentswith respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated set forth in the notes theretothereto and subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) and fairly present presents in all material respects the consolidated financial position of AFN and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. (c) AFN has established and changes maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial positionreporting and preparation of financial statements for external purposes in accordance with GAAP. AFN has (i) implemented “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to AFN, if anyincluding its consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and is accumulated and made known to the management of AFN as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation, to AFN’s outside auditors and the audit committee of the Company board of directors of AFN (x) any significant deficiencies and its consolidated subsidiaries as material weaknesses in the design or operation of the respective dates internal control over financial reporting that are reasonably likely to adversely affect AFN’s ability to record, process, summarize and for the respective periods thereofreport financial data and (y) any fraud, except whether or not material, that the unaudited interim quarterly financial statements were involves management or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein.other employees who have a significant

SEC Reports and Financial Statements. (a) The Company Since January 1, 2022, Parent has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, furnished all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it since January 1with the SEC (such forms, 1994 under statements, schedules, documents and reports, the “Parent SEC Documents”). As of their respective filing dates (or, if amended prior to the date hereof, as of the date of the last such amendment), the Parent SEC Documents complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act, the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted any untrue 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. (b) The consolidated financial statements (including without limitation all related notes and schedules) of Parent included or incorporated by reference in the Parent SEC Documents when filed complied in all material respects with the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and fairly present in all materials respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinsubject, in the light case of the circumstances under which they were madeunaudited quarterly financial statements, not misleading. None to normal year-end audit adjustments and the absence of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(anotes) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated subject, in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) case of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were or are not expected and to be material in amount. Except as set forth in Section 3.5 the absence of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinnotes).

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies ofon a timely basis, all forms, reports, certificates, schedules, statements and other documents required to be filed or furnished by it since January 1, 1994 2021 (the “Applicable Date”), under the Exchange Act or the Securities Act (collectively, together with any such form, report, schedule, statement or other document filed with or furnished to the Exchange ActSEC subsequent to the Agreement Date, includingincluding any 17 amendments thereto, without limitation the “Company SEC Documents”). As of its respective date or, if amended prior to the Agreement Date, as of the date of the last such amendment, each Company SEC Document (i) all Annual Reports on Form 10-Kdid not, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied, in all material respects, with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company's subsidiaries is ’s Subsidiaries is, or at any time since the Applicable Date, has been, required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange ActSEC. (b) Except as set forth in Section 3.5 Each of the audited consolidated financial statements of the Company Disclosure Schedule, the consolidated financial statements (including the related all notes thereto) of the Company included in the Company SEC DocumentsDocuments (the “Company Financial Statements”) (w) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting standards and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act with respect to such requirements, (y) has been prepared in accordance with the United States States’ generally accepted accounting principles ("“GAAP"”) in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes theretoto the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and limitations on footnote disclosure as contemplated by Article X of Regulation S-X), and (z) and fairly present presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates date and for the respective periods thereofreferred to in the Company Financial Statements. (c) Neither the Company nor any of the Company’s Subsidiaries is a party to, except that or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the unaudited interim quarterly Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such arrangement is to avoid having any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries reflected or disclosed in the Company’s or such Subsidiary’s financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 other Company SEC Documents. (d) Each of the principal executive officer of the Company Disclosure Schedule, and the principal financial officer of the Company is not aware has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of any facts or circumstances which would require the Company SOX with respect to amend or restate any of the Company SEC Documents, including without limitation and the statements contained in such certifications are accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. (e) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the Agreement Date, to the Company’s auditors and the audit committee of the Company Board (y) any significant deficiencies or material weakness in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information included thereinand (z) any Fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, all of which information described in clauses (y) and (z) above has been disclosed to the Parent Parties prior to the Agreement Date. Since the Applicable Date, neither the Company nor its Subsidiaries has received any credible written (or to the Knowledge of the Company, oral) complaint, allegation, assertion or claim of any material improper activity regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls. (f) Neither the Company nor any of its Subsidiaries are required by Law to make any filings or reports in respect of the Shares or other securities of the Company or any of its Subsidiaries with any Governmental Entity outside of the United States whose primary responsibility is for the regulation of securities, except for failures to make any such filings or reports that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (g) The information to be supplied by or on behalf of the Company for inclusion in the Schedule TO or the Offer Documents, on the date the Schedule TO is filed with the SEC and on the date the Offer Documents are first published, sent or given to holders of shares of Company Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in any material respect, in light of the circumstances in which they shall be made.

SEC Reports and Financial Statements. (a) The Company To the knowledge of KYLK, it has timely filed (i) with delivered to Wilshire prior to the execution of this Agreement by direction to the SEC, and has delivered or made available to Acquiror, ’s E▇▇▇▇ website a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required document (together with all amendments thereof and supplements thereto) filed or to be filed by it KYLK or any of its Subsidiaries with the SEC since January 1August 27, 1994 under 2013 (as such documents have since the Securities Act time of their filing been amended or supplemented, the Exchange Act“KYLK SEC Reports”), includingwhich are all the documents (other than preliminary material) that KYLK and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, without limitation the KYLK SEC Reports (i) complied as to form in all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings material respects with the requirements of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company KYLK SEC DocumentsReports (the “KYLK Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to KYLK and its Subsidiaries taken as a whole) the consolidated financial position of KYLK and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that then ended. Each Subsidiary of KYLK is treated as a consolidated Subsidiary of KYLK in the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinKYLK Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or heretofore made available to AcquirorParent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1994 1996, under the Exchange Act or the Securities Act or of 1933, as amended (the Exchange "Securities Act") (such forms, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements and other documents, including any financial statements or other documents (collectivelyschedules included therein, are referred to as the "Company SEC Documents"). Except as set forth in Section 3.5 No subsidiary of the Company Disclosure Scheduleis subject to the reporting requirements of the Exchange Act. Except to the extent revised or superseded by a subsequently filed Company SEC Document (a copy of which has been made available to Parent prior to the date hereof), the Company SEC Documents were prepared in accordance with Documents, at the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (ii) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the Company Disclosure Schedule, the consolidated SEC thereunder. The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments complied, as of the time filed, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring, year-end audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of the respective dates their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included indicated therein.

SEC Reports and Financial Statements. (a) The Since January 1, ------------------------------------ 1997, the Texas Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements reports and other documents required to be filed by it since January 1, 1994 under the Exchange Act or the Securities Act or (as they have been amended since the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Texas ----- Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The Texas --------------------- Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may beDocuments, including without limitation any financial statements or schedules included therein, at the applicable accounting requirements thereunder time filed, and any forms, reports or other documents filed by the published rules and regulations of Texas Company with the SEC with respect theretoafter the date of this Agreement, (iia) did not at the Company SEC Documents when time they were filed, did or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements misleading and (b) complied or reports will be prepared in compliance in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act or the Securities Act. (b) Except , as set forth in Section 3.5 the case may be. The financial statements of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Texas Company included in the Texas Company SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Texas Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (and changes absolute, accrued, fixed, contingent or otherwise) required to be reflected, reserved against or otherwise disclosed in the financial position, if any) statements of the Texas Company included in the Texas Company SEC Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in such financial statements in accordance with the rules and its consolidated subsidiaries as regulations of the respective dates SEC and for GAAP applied on a consistent basis during the respective periods thereofinvolved (except as may be indicated in the notes thereto or, except that in the case of the unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth disclosed in Section 3.5 4.9 of the Texas Company Disclosure Schedule, since June 30, 1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Texas Company, and no transaction, commitment or agreement has been entered into by the Texas Company is not aware of any facts or circumstances which would require the Company to amend or restate any of its Subsidiaries, that should have been disclosed in the Texas Company SEC Documents, including without limitation the financial information included therein.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 1994 2013, under the Exchange Act or the Securities Act of 1933, as amended (“Securities Act”) (collectively, “Company SEC Documents”). As of its respective date or, if amended, as of the date of the last such amendment, each Company SEC Document, including any financial statements, schedules or exhibits included or incorporated by reference therein at the Exchange Acttime they were filed (or, includingif amended or superseded by a subsequent filing, without limitation as of the date of the last such amendment or superseding filing prior to the date hereof), (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act and the Securities Act, as the case may be. None of the Company's subsidiaries is ’s Subsidiaries is, or at any time since January 1, 2013, has been, required to file or furnish any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) SEC. Each of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the including, in each case, any related notes thereto) of the Company included in the Company SEC DocumentsDocuments (“Company Financial Statements”) (i) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes theretoto the Company Financial Statements and, in the case of unaudited interim financial statements, as may be permitted by applicable SEC rules and regulations for Quarterly Reports on Form 10-Q), and (iv) and fairly present presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its CLI-202375011v3 consolidated subsidiaries Subsidiaries as of the respective dates and for the respective periods thereofreferred to in the Company Financial Statements. (b) Neither the Company nor any of the Company’s Subsidiaries is a party to, except that or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the unaudited interim quarterly financial statements were Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured-finance, special-purpose or are subject limited-purpose entity or Person, on the other hand or any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S‑K under the Exchange Act)), where the result, purpose or effect of such arrangement is to normal and recurring year-end adjustments which were avoid disclosure of any material transaction involving, or are not expected to be material liabilities of, the Company or any of its Subsidiaries in amount. Except as set forth in Section 3.5 the Company’s Financial Statements or other Company SEC Documents. (c) Each of the principal executive officer of the Company Disclosure Schedule, and the principal financial officer of the Company is not aware (or each former principal executive officer and each former principal financial officer of any facts or circumstances which would require the Company Company, as applicable) has made all certifications required by Rules 13a‑14 and 15d‑14 under the Exchange Act and sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to amend or restate any of the Company SEC Documents, including without limitation and the statements contained in such certifications were true and accurate in all material respects on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” will have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of SOX) any “extensions of credit” (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of SOX and the applicable listing and corporate governance rules of the NYSE and/or NASDAQ, as applicable, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Company Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. The Company has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the Signing Date, to the Company’s auditors and the audit committee of the Company Board and on Section 3.5(d) of the Company Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably CLI-202375011v3 likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the Signing Date. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information included therein(both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports.

SEC Reports and Financial Statements. (a) The Since January 1, 1994, the Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (the "Company SEC Reports") required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedulewith the SEC. As of their respective dates, the Company SEC Documents were prepared Reports complied in accordance all material respects with the Securities Act or applicable requirements of the Exchange '33 Act, as the case may be, including without limitation the applicable accounting requirements thereunder '34 Act and the published rules and regulations promulgated thereunder (the "Rules and Regulations") applicable to such Company SEC Reports, and, as of the SEC with respect theretotheir respective dates, (ii) none of the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later Company SEC Report filed and publicly available prior to the date of this Agreement (a "Filed SEC Document"), none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsReports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth in the Filed SEC Documents or in Section 3.5 2.4 of the Company Disclosure ScheduleLetter, neither the Company is not aware of any facts or circumstances which would require the Company to amend or restate nor any of the Company Subsidiaries has any liabilities, debts or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC Documents, including without limitation pursuant to Section 12 or 15 of the '34 Act. (b) The financial statements and records of Venture pertaining to the Project fairly and accurately present the financial information included thereinposition of Venture and the Project as of the dates thereof and the results of operations for the periods then ended. Except as set forth in the financial statements listed in Section 2.4 of the Company Disclosure Letter and delivered to Parent, Venture has no liabilities, debts or obligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Reports and Financial Statements. (a) The Since January 1, 2019, the Company has timely filed (i) or furnished with the United States Securities and Exchange Commission (the “SEC, and has delivered or made available to Acquiror, true and complete copies of, ”) all forms, reports, schedules, forms, registration statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) required to be filed or furnished by it since January 1the Company with the SEC (such documents, 1994 under together with any documents filed or furnished, as applicable, by the Company with the SEC during such period on a voluntary basis, the “Company SEC Reports”). As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the Agreement Date, the Company SEC Reports (i) complied in all material respects as to form with the requirements of the Securities Act or Act, the Exchange Act, including, without limitation (i) all Annual Reports on Form 10and the ▇▇▇▇▇▇▇▇-K, ▇▇▇▇▇ Act and (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries Company Subsidiaries is required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) Section 13 or 15(d) 15 of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The consolidated financial statements (including balance sheets and the related consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company included contained in the Company SEC DocumentsReports, as of their respective dates of filing with the SEC (or, if such Company SEC Reports were amended prior to the Agreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein or to the notes theretoextent required by GAAP) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and operations, cash flows and stockholders’ equity of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (and changes subject, in financial positionthe case of unaudited statements, if anyto normal year-end adjustments). (c) Neither the Company nor any of the Company Subsidiaries has any liabilities required by GAAP to be set forth on a consolidated balance sheet of the Company, except: (i) liabilities reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Company and its consolidated subsidiaries as of December 31, 2020 included in the respective dates Company SEC Reports, (ii) liabilities incurred after December 31, 2020 in the ordinary course of business, (iii) liabilities incurred in connection with the Transactions, (iv) executory obligations under any Contract (none of which is a liability for a breach thereof), or (v) liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the Company and for the respective periods thereofCompany Subsidiaries, except taken as a whole. (d) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably designed in all material respects to provide reasonable assurance (i) that the unaudited interim quarterly transactions are recorded as necessary to permit preparation of financial statements were in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. As of the Agreement Date, neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over financial reporting, in each case that has not been subsequently remediated. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are subject reasonably designed to normal and recurring year-end adjustments which were or are not expected ensure that (i) all information required to be material disclosed by the Company in amount. Except the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as set forth in Section 3.5 appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company Disclosure Schedulerequired pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) The Proxy Statement (including any amendment or supplement thereto), at the time first sent or given to the stockholders of the Company and at the time of the Stockholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements in the Proxy Statement (including any amendment or supplement thereto), in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company is not aware makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of any facts Parent or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinMerger Subsidiary.

SEC Reports and Financial Statements. (a) The Since November 25, ------------------------------------ 1997, the Delaware Company has timely filed (i) with the Securities and Exchange Commission (the "SEC, and has delivered or made available to Acquiror, true and complete copies of, ") all forms, reports, schedules, statements reports and other documents required to be filed by it since January 1, 1994 under --- the Exchange Act or the Securities Act or (as they have been amended since the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Delaware Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The ------------------------------ Delaware Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may beDocuments, including without limitation limitation, any financial statements or schedules included therein, at the applicable accounting requirements thereunder time filed, and any forms, reports or other documents filed by the published rules and regulations of Delaware Company with the SEC with respect theretoafter the date of this Agreement, (iia) did not at the Company SEC Documents when time they were filed, did or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements misleading and (b) complied or reports will be prepared in compliance in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act or the Securities Act. (b) Except , as set forth in Section 3.5 the case may be. The financial statements of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Delaware Company included in the Delaware Company SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Delaware Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (and changes absolute, accrued, fixed, contingent or otherwise) required to be reflected, reserved against or otherwise disclosed in the financial position, if any) statements of the Delaware Company included in the Delaware Company SEC Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in such financial statements in accordance with the rules and its consolidated subsidiaries as regulations of the respective dates SEC and for GAAP applied on a consistent basis during the respective periods thereofinvolved (except as may be indicated in the notes thereto or, except that in the case of the unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth in Section 3.5 the financial statements of the Delaware Company Disclosure Schedule, included in the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Delaware Company SEC Documents, including without limitation the financial information included thereinDelaware Company has not incurred any indebtedness (other than indebtedness with respect to the payment of interest paid in kind) pursuant to the Indenture dated April 30, 1999, by and between the Company and U. S. Trust Company related to the Delaware Company's 72 % Convertible Junior Subordinated Debentures due 2012 (the "Delaware Company ---------------- Junior Indenture"). Except as disclosed in Section 3.8 of the Delaware Company ---------------- Disclosure Schedule, since June 30,1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Delaware Company, and no transaction, commitment or agreement has been entered into by the Delaware Company or any of its Subsidiaries, that should have been disclosed in the Delaware Company SEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedulesstatements, statements schedules and other documents due to be filed at any time on or after September 30, 2001 (the “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) required to be filed by it since January 1, 1994 under pursuant to the Securities Act federal securities laws and the SEC rules and regulations thereunder. The Company has made available to Merger Sub or the Exchange Act, including, without limitation (i) its representatives copies of all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company such SEC Documents")Reports. Except as set forth described in Section 3.5 3.07(a) of the Company Disclosure Schedule, the Company SEC Documents Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder Act and the published rules and regulations of the SEC with respect theretothereunder, each as applicable to such SEC Reports and (ii) the Company SEC Documents when filed, did not as of the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed SEC Report. None No subsidiary of the Company's subsidiaries Company is required subject to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Except as set forth described in Section 3.5 3.07(b) of the Company Disclosure Schedule, each of the consolidated financial statements (including the related including, in each case, any notes thereto) of the Company included in the Company SEC Documents, have Reports has been prepared in all material respects in accordance with the published rules and regulations of the SEC (including Regulation S-X) and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise stated in such financial statements, including the notes theretorelated notes) and each fairly present presents, in all material respects, the consolidated financial position and the consolidated position, results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates thereof and for the respective periods thereofindicated therein, except that as otherwise set forth in the notes thereto (subject, in the case of unaudited interim quarterly financial statements were or are subject statements, to the absence of complete footnote disclosure and to normal and recurring year-end adjustments which were adjustments, none of which, individually or are not in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect). Except as set forth on Section 3.07(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any outstanding indebtedness for borrowed money. (c) Except as disclosed in Section 3.07(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise), except liabilities set forth on the face of the September 30, 2004 balance sheet included in the Company’s report on Form 10-K for the year ended September 30, 2004, liabilities incurred in the ordinary course of business and consistent with past practice, liabilities incurred in connection with the Transactions and liabilities that have not had and would not reasonably be material expected to have, individually or in amount. the aggregate, a Company Material Adverse Effect. (d) Except as set forth in Section 3.5 3.07(d) of the Company Disclosure Schedule, none of the Company or any of its subsidiaries is indebted to any director or officer of the Company or any of its subsidiaries (except for amounts due as normal salaries and bonuses or in reimbursement of ordinary business expenses and directors’ fees) and no such person is indebted to the Company or any of its subsidiaries, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K promulgated by the SEC. (e) Except as set forth in Section 3.07(e) of the Company Disclosure Schedule, the Company is not aware has heretofore furnished or made available to Merger Sub or its representatives a complete and correct copy of any facts amendments or circumstances modifications which would require have not yet been filed with the SEC to SEC Reports which previously have been filed by the Company with the SEC pursuant to amend the Securities Act and the rules and regulations promulgated thereunder or restate any of the Company SEC Documents, including without limitation Exchange Act and the financial information included thereinrules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely Since January 1, 1998, the Reporting Companies have filed (i) all material forms, reports and documents with the Securities and Exchange Commission (the "SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements and other documents ") required to be filed by it since January 1, 1994 under them pursuant to the Securities Act or federal securities laws and the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-Krules and regulations promulgated thereunder, and all such forms, reports and documents filed with the SEC have complied in all material respects with all applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder (v) all other reportssuch forms, schedulesreports and documents, registration together with any exhibits and any amendments thereto including any related financial statements or other documents (collectively, and any information incorporated by reference therein are referred to as the "Company SEC DocumentsFILINGS"). Except as set forth in Section 3.5 As of the Company Disclosure Scheduletheir respective dates, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Attached as SCHEDULE 3.5 are the Company's subsidiaries is required to file any most recent audited financial statements or reports as well as the Company's most recent quarterly unaudited financial statements which has been reviewed by the Company's auditors in compliance with the SEC pursuant to Sections 13(a) or 15(d) SAS 71. Each of the Exchange Act. (b) Except as set forth in Section 3.5 balance sheets, statements of the Company Disclosure Scheduleoperations, the consolidated financial statements (including the related notes thereto) of the Company equity and statements of cash flow included in the Company SEC Documents, have been Filings on or prior to the date hereof were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Reporting Companies as of the dates thereof and the consolidated results of operations and changes in cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and Reporting Companies for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected and the absence of notes to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinsuch statements).

SEC Reports and Financial Statements. (a) The Since June 9, 2000, the Company has timely and its Subsidiaries have filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it them with the SEC (as amended since January 1the time of their filing and prior to the date hereof, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC DocumentsReports")) and has heretofore made available to Parent complete and correct copies of all Company SEC Reports. Except as set forth in Section 3.5 As of the Company Disclosure Scheduletheir respective dates, the Company SEC Documents were prepared Reports complied in accordance all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the "Exchange Act"), or the Securities Act or of 1933, as amended, including the Exchange rules and regulations of the SEC promulgated thereunder (the "Securities Act") applicable, as the case may be, including without limitation the applicable accounting requirements thereunder to such Company SEC Reports, and the published rules and regulations none of the SEC with respect thereto, (ii) the Company SEC Documents when filedReports contained, did not contain at the time they were filed or became effective, as the case may be, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The consolidated financial statements (including the any related notes theretonotes) of the Company included in the Company SEC DocumentsReports (collectively, have the "Company Financial Statements") fairly present, in all material respects, the consolidated financial position, results of the consolidated operations and changes in stockholders' equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such Company Financial Statements (including the related notes, where applicable) complies, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such Company Financial Statements (including the related notes, where applicable) has been prepared in accordance with United States U.S. generally accepted accounting principles ("U.S. GAAP") consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in such statements or in the notes thereto, and provided that unaudited interim financial statements may not contain footnotes and may be subject to normal year-end adjustments. (c) and fairly present The unaudited balance sheet of the consolidated financial position Company and the consolidated results Company Subsidiaries as of operations November 30, 2002, and cash flows the unaudited income statement of the Company and the Company Subsidiaries for the month ended November 30, 2002 were prepared (a) in accordance with the books of account and changes financial records of the Company and the Company Subsidiaries in the ordinary course of business and consistent with the Company's past practices with respect to the preparation of its monthly financial positionstatements and (b) in accordance with the Company's standard internal accounting practices applicable to the preparation of its monthly financial statements. (d) Except as fully reflected or reserved against in the balance sheet included in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, if any2002, from September 30, 2002 through and including the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2002. (e) The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. (f) The estimate of the Net Working Capital (as defined on Schedule A hereto) of the Company and its consolidated subsidiaries the Company Subsidiaries as of February 28, 2003 set forth on Schedule A was prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries and represents the Company's good faith estimate of the amounts set forth therein, as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereindate hereof.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with with, or furnished to, the SEC, and has delivered or made available to Acquiror, true and complete copies ofon a timely basis, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents 2006 (collectively, the "“Company SEC Documents"”). Except The Company SEC Documents, as set forth in Section 3.5 of their respective dates (or if amended prior to the date of this Agreement, as of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations date of the SEC with respect thereto, such amendment) (iii) the Company SEC Documents when filed, did do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports , and (ii) comply in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) Except As of their respective dates (or if amended prior to the date of this Agreement, as set forth in Section 3.5 of the Company Disclosure Scheduledate of such amendment), the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, including any related notes thereto, (i) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated set forth in the notes theretothereto and subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount), and (iii) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. (c) Solely as applicable to a foreign private issuer, the Company has established and maintains internal controls over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is accumulated and communicated to the Company’s chief executive officer and chief financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the respective dates ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and for such disclosure controls and procedures are effective to ensure that information required to be disclosed by the respective Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods thereof, except that specified in the unaudited interim quarterly rules and forms promulgated by the SEC. Such internal controls over financial reporting are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements were for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of the Company, and (iii) provide reasonable assurance regarding prevention or are subject timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements of the Company and its Subsidiaries. As of the date hereof, the Company has not identified any material weaknesses in the design or operation of the internal controls over financial reporting except as disclosed in the Company SEC Documents filed prior to normal the date hereof. (d) Except (i) as reflected or reserved against in the Company’s financial statements (or the notes thereto) included in the Company SEC Documents filed with or furnished to the SEC and recurring year-end adjustments which were publicly available prior to the date of this Agreement, (ii) for liabilities or are obligations incurred in the ordinary course of business since the date of such financial statements that would not expected to be material have a Material Adverse Effect, (iii) for liabilities permitted or contemplated by this Agreement in amount. Except connection with the Merger and the Transactions, or (iv) as set forth disclosed in Section 3.5 4.5(d) of the Company Disclosure Schedule, neither the Company is not aware nor any of its Subsidiaries has any material liabilities or obligations of any facts nature, whether or circumstances which would require the Company to amend not accrued, contingent or restate any of the Company SEC Documents, including without limitation the financial information included thereinotherwise.

SEC Reports and Financial Statements. (a) The Each form, report, schedule, registration statement and definitive proxy statement filed by the Company has timely filed (i) with the Securities and Exchange Commission ("SEC") prior to the date hereof (as such documents have been amended prior to --- the date hereof, and has delivered or made available to Acquirorthe "SEC Reports"), true and complete copies ofas of their respective dates, complied in ----------- all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under material respects with the applicable requirements of the Securities Act or and the Securities Exchange Act of 1934 as amended ("Exchange Act, including, without limitation (i") all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating and the rules ------------ and regulations promulgated thereunder applicable to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-Ksuch SEC Reports, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations none of the SEC with respect theretoReports when filed (or if amended or superseded by a filing prior to the date hereof, (iithen on the date of such filing) the Company SEC Documents when filed, did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsReports as of their respective dates comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted ---- by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations, stockholders' equity and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were or are not expected to be material in amount). Except None of the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the amount or timing of revenue recognition by the Company or any of its Subsidiaries as compared to their respective prior revenue recognition practices. Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) fully reflected or reserved against in the financial statements included in the SEC Reports, (ii) incurred since April 30, 2000 in the ordinary course of business, (iii) as set forth in Section 3.5 2.15 of the Company Disclosure Schedule, the Company is not aware Schedule of any facts Exceptions or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included therein(iv) liabilities that are individually less than $50,000.

SEC Reports and Financial Statements. (a) The Company Since December 18, 2007, Purchaser has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements reports and other documents filings required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared Purchaser in accordance with the Securities Act or and the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder Act and the published rules and regulations promulgated thereunder (the “Purchaser SEC Reports”). As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC with respect theretoReports and, (ii) except to the Company extent that information contained in any Purchaser SEC Documents when filedReport has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, did not contain none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of the Company's subsidiaries is required to file any statements or reports Purchaser included in Purchaser SEC Reports were prepared from and are in accordance with the SEC pursuant to Sections 13(a) or 15(d) accounting books and other financial records of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure SchedulePurchaser, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been were prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth in Section 3.5 of the Company Disclosure SchedulePurchaser SEC Reports, the Company is not aware Purchaser has no liabilities or obligations of any facts nature (whether accrued, absolute, contingent or circumstances which would require otherwise) other than liabilities or obligations incurred in the Company Ordinary Course of Business. The Purchaser SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required to amend or restate any be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the Company SEC Documents, including without limitation the financial information included thereinSEC.

SEC Reports and Financial Statements. (a) The Company Since November 21, 2012, PETRUS has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements reports and other documents filings required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared PETRUS in accordance with the Securities Act or and the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder Act and the published rules and regulations promulgated thereunder (the "PETRUS SEC Reports"). As of their respective dates, the PETRUS SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such PETRUS SEC with respect theretoReports and, (ii) except to the Company extent that information contained in any PETRUS SEC Documents when filedReport has been revised or superseded by a later PETRUS SEC Report filed and publicly available prior to the date of this Agreement, did not contain none of the PETRUS SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of the Company's subsidiaries is required to file any statements or reports PETRUS included in PETRUS SEC Reports were prepared from and are in accordance with the SEC pursuant to Sections 13(a) or 15(d) accounting books and other financial records of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure SchedulePETRUS, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents, have been were prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company PETRUS and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountaudit adjustments). Except as set forth in Section 3.5 of the Company Disclosure SchedulePETRUS SEC Reports, the Company is not aware PETRUS has no liabilities or obligations of any facts nature (whether accrued, absolute, contingent or circumstances which would require otherwise) other than liabilities or obligations incurred in the Company ordinary course of business. The PETRUS SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required to amend or restate any be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the Company SEC Documents, including without limitation the financial information included thereinSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with or furnished to the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with the SEC since January December 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents 2016 (collectively, the "“Company SEC Documents"”). Except As of its respective date or, if amended, as set forth in Section 3.5 of the Company Disclosure Scheduledate of the last such amendment, the each Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, Document (iii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX”). None of the Company's subsidiaries is ’s Subsidiaries is, or at any time since December 1, 2016, has been, required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) or 15(d) SEC. Each of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments (the “Company Financial Statements”) (A) has been prepared from, have and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (C) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP") ”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes theretoto the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure) and (D) fairly present presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates and for the respective periods thereofreferred to in the Company Financial Statements. (b) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting as required by Rule 13a-15 NAI-1507512591v13 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, except processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the unaudited interim quarterly Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended November 30, 2018, and such assessment concluded that such controls were effective. The Company maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements were in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or are subject to normal and recurring year-end adjustments which were timely detection of the unauthorized acquisition, use or are not expected to be material in amountdisposition of the Company’s properties or assets. Except as set forth in Section 3.5 Since November 30, 2018 through the date of this Agreement, management of the Company Disclosure Schedulehas disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud or allegations of fraud, whether or not material, that involve management or other employees who have a significant role in the Company’s internal control over financial reporting. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents, including without limitation the financial information included therein.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the Securities and Exchange Commission (the "SEC"), and has delivered or heretofore made available to Acquiror, Parent true and complete copies of, all forms, reports, schedules, statements and other documents periodic reports required to be filed by it since January July 1, 1994 1995 under the Securities Exchange Act or (as such documents have been amended since the Exchange Acttime of their filing, includingtogether with all such periodic reports to be filed from the date hereof to the Effective Time, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except with respect to information concerning the Triad Chemical Joint Venture ("Triad"), as set forth in Section 3.5 of to which the Company Disclosure Schedulemakes no representation or warranty for the purposes of this Section 3.5, the Company SEC Documents were prepared in accordance with Documents, including without limitation any financial statements or schedules included therein, at the Securities Act time filed, (a) did not or the Exchange Actwill not, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of misleading and (b) complied or will comply, as the Company's subsidiaries is required to file any statements or reports case may be, in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act. (b) . Except with respect to information concerning Triad, as set forth in Section 3.5 of to which the Company Disclosure Schedulemakes no representation or warranty for purposes of this Section 3.5, the consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments (including the notes and schedules thereto, the "Company Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited financial statements, to normal audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of the respective dates their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, SEC and has delivered or made available to Acquiror, the Parent true and complete copies of, all forms, reports, schedules, statements statements, and other documents documents, including all exhibits thereto, required to be filed by it since January 1July 29, 1994 1996 under the Exchange Act or the Securities Act or (as such documents have been amended since the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the The Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may beDocuments, including without limitation any financial statements and schedules included therein, at the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports , and (b) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the regulations of the Company Disclosure Schedule, the consolidated SEC thereunder. The financial statements (including the related notes thereto) of the Company included in the Company SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and with the published regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") the books and records of the Company in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by the accounting rules applicable to reports on Form 10-Q under the Exchange Act) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of the respective dates their operations and cash flows for the respective periods thereof, except then ended. The Company has made available to the Parent true and complete copies of all material amendments and modifications that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are have not expected to be material in amount. Except as set forth in Section 3.5 of been filed by the Company Disclosure Schedulewith the SEC to all agreements, documents, and other instruments that previously have been filed by the Company is not aware of any facts or circumstances which would require with the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinand are currently in effect.

SEC Reports and Financial Statements. Each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) The Company has timely filed by DMC or any of its subsidiaries with the SEC since December 31, 1997 (as such documents have since the time of their filing been amended or supplemented, the "DMC SEC REPORTS"), are all the documents (other than preliminary material) that DMC and its subsidiaries were required to file with the SEC since such date. As of their respective dates, the DMC SEC Reports (i) complied as to form in all material respects with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "SECURITIES Act"), or the Securities Exchange ActAct of 1934, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-Kas amended, and the rules and regulations thereunder (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC DocumentsEXCHANGE ACT"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company DMC SEC DocumentsReports (the "DMC FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to DMC and its subsidiaries taken as a whole)) the consolidated financial position of DMC and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company has timely Except as set forth on the ------------------------------------ BMOC Disclosure Schedule, each form, report, schedule, registration statement and definitive proxy statement filed (i) by BMOC with the SECSEC since December 31, 1995 and has delivered or made available prior to Acquirorthe date hereof (as such documents have been amended prior to the date hereof and relate to BMOC, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company BMOC SEC DocumentsReports"), as of ---------------- their respective dates, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Except as set forth in Section 3.5 of the Company BMOC Disclosure Schedule, none of the Company BMOC SEC Documents were prepared in accordance with the Securities Act or the Exchange ActReports, as the case may beof their respective dates, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. None The combined financial statements of BMOC, Cal Jockey and their respective subsidiaries included in such reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Company's subsidiaries is required to file any statements or reports SEC with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes respect thereto) of the Company included in the Company SEC Documents, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the consolidated case of the unaudited interim financial statements, to normal, year-end audit adjustments) the combined financial position of BMOC, Cal Jockey and their subsidiaries as of the dates thereof and the consolidated combined results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in Section 3.5 of the Company BMOC Disclosure Schedule, the Company is not aware since December 31, 1995, neither BMOC nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any facts nature, except liabilities, obligations or circumstances contingencies (i) which are reflected on the unaudited balance sheet of BMOC and its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after June 30, 1996 and are consistent with past practices, (B) are disclosed in the BMOC SEC Reports filed after June 30, 1996, or (C) would require not, individually or in the Company to amend or restate aggregate, have a BMOC Material Adverse Effect. Since December 31, 1995, there has been no change in any of the Company SEC Documentssignificant accounting (including tax accounting) policies, including without limitation the financial information included thereinpractices or procedures of BMOC or any material subsidiary.

SEC Reports and Financial Statements. (a) The Company Each of Parent and its Subsidiaries has timely filed (i) with the SEC, and has delivered or heretofore made available to Acquiror, Target Shareholders true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 1997, under the Exchange Act or the Securities Act or (as such documents have been amended since the Exchange Acttime of their filing, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company Parent SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company The Parent SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may beDocuments, including without limitation any financial statements and schedules included therein, at the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretotime filed, (iia) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports misleading and (b) complied in all material respects with the SEC pursuant to Sections 13(a) or 15(d) applicable requirements of the Exchange Act and the Securities Act. (b) Except , as set forth in Section 3.5 the case may be, and the applicable rules and regulations of the Company Disclosure Schedule, the consolidated SEC thereunder. The financial statements (including the related notes thereto) of the Company Parent included in the Company SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in 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) thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and or changes in financial position, if anyposition prior to the adoption of FASB 95) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinthen ended.

SEC Reports and Financial Statements. (a) The Company Buyer has timely filed (i) with the SEC, and has delivered or made available to Acquiror, true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it since January 1, 1994 (including exhibits and all other information incorporated therein) under the Securities Act or and the Exchange ActAct with the SEC since June 30, including, without limitation 1997 (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other as such reports, schedules, registration forms, statements or other and documents (have been amended since the time of filing, collectively, the "Company BUYER SEC DocumentsDOCUMENTS"). Except As of their respective dates, or if amended prior to the date of this Agreement, as set forth in Section 3.5 of the Company Disclosure Scheduledate of the last such amendment, the Company Buyer SEC Documents were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect theretopromulgated thereunder applicable to such Buyer SEC Documents, (ii) and none of the Company Buyer SEC Documents when filed, did not contain or as so amended, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated The financial statements (including the related notes thereto) of the Company Buyer included in the Company Buyer SEC DocumentsDocuments comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated statements of income, shareholders' equity and cash flows for the respective periods thereofthen ended (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinaudit adjustments).

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or has made available to Acquiror, Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC since January 1December 31, 1994 under 1998 (as such documents have since the Securities Act time of their filing been amended or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelysupplemented, the "Company SEC DocumentsReports"). Except as set forth in Section 3.5 of , which are all the documents (other than preliminary material) that the Company Disclosure Scheduleand its Subsidiaries were required to file with the SEC since such date. As of their respective dates, the Company SEC Documents were prepared Reports (i) complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company SEC DocumentsReports (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in Section 3.5 Each Subsidiary of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any treated as a consolidated Subsidiary of the Company SEC Documents, including without limitation in the financial information included thereinCompany Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed (i) with the SEC, and has delivered or otherwise made available to Acquiror, Purchaser prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedules, statements registration statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K1996, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings as such documents have since the time of shareholders (whether annual their filing been amended or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectivelysupplemented, the "Company SEC DocumentsReports"). Except , which, except as set forth disclosed in Section 3.5 3.08 of the Company Disclosure Schedule, are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. Except as disclosed in Section 3.08 of the Company Disclosure Schedule, and in the cases where the Company SEC Documents were prepared Reports have been amended, as of their respective dates, the Company SEC Reports (i) complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth disclosed in Section 3.5 3.08(b) of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company SEC DocumentsReports (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") in the United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, material to the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries taken as a whole) the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in Section 3.5 3.08(b) of the Company Disclosure Schedule, each Subsidiary of the Company is not aware of any facts or circumstances which would require the Company to amend or restate any treated as a consolidated subsidiary of the Company SEC Documents, including without limitation in the financial information included thereinCompany Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Since October 1, 2006, the Company has timely filed (i) with or furnished the SEC, and has delivered or made available to Acquiror, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, including all exhibits thereto, the "“Company SEC Documents"). Except as set forth in Section 3.5 of Reports”) required to be filed or furnished by the Company Disclosure Schedulewith the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Documents were prepared Reports complied in accordance all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published respective rules and regulations of the SEC with respect theretopromulgated thereunder applicable to such Company SEC Reports, (ii) and none of the Company SEC Documents when filed, did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries Company Subsidiaries is required to file any statements forms, reports or reports other documents with the SEC pursuant to Sections 13(a) Section 13 or 15(d) 15 of the Exchange Act. (ba) Except as set forth The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in Section 3.5 of the Company Disclosure Scheduleeach case, any related notes and schedules thereto) (collectively, the consolidated financial statements (including the related notes thereto“Company Financial Statements”) of the Company included contained in the Company SEC DocumentsReports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein or to the notes theretoextent required by GAAP) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries the Company Subsidiaries as of the respective dates and or for the respective periods thereofpresented therein (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were or are not expected to be material in amountadjustments). Except as set forth reflected in Section 3.5 of the Company Disclosure ScheduleFinancial Statements, neither the Company is not aware of any facts or circumstances which would require the Company to amend or restate nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, other than any liabilities incurred in the ordinary course of business consistent with past practice since June 27, 2009 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC DocumentsReports filed since October 1, including without limitation 2006, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications and management reports on internal control over financial reporting required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the Exchange Act, and any related rules and regulations promulgated by the SEC, and the statements contained in such certifications and reports are complete and correct. (c) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated by the SEC under the Exchange Act); such disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included thereinin the Company’s periodic reports required under the Exchange Act. (d) The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company has made available to Parent all comment letters received by the Company from the SEC since October 1, 2006 and all responses to such comment letters provided to the SEC by or on behalf of the Company.

SEC Reports and Financial Statements. Parent provided to the Company prior to the execution of this Agreement by direction to the ▇▇▇▇▇ website maintained by the United States Securities and Exchange Commission (athe "SEC") The Company has timely filed (i) with the SEC, and has delivered or made available to Acquiror, a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy or information statement and other documents document (together with all amendments thereof and supplements thereto) filed or required to be filed by it Parent or any of its Subsidiaries with the SEC since January 1, 1994 under 2010 (as these documents have since the Securities Act time of their filing been amended or supplemented, the Exchange Act"Parent SEC Reports"). Parent did not file any reports with the SEC except as set forth on the SEC's ▇▇▇▇▇ website. As of their respective dates, including, without limitation the Parent SEC Reports (i) complied as to form in all Annual Reports on Form 10-K, (ii) material respects with all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings applicable requirements of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the Company SEC Documents were prepared in accordance with the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any The audited consolidated financial statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the and unaudited interim consolidated financial statements (including including, in each case, the related notes notes, if any, thereto) of the Company included in the Company Parent SEC DocumentsReports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that then ended. Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the unaudited interim quarterly financial statements were or are subject to normal Parent Financial Statements for all periods covered thereby. Parent's information statement on Schedule 14C and recurring year-end adjustments which were or are not expected to be the mailing thereof in connection with the amendment of Parent's Articles of Incorporation complied in all material in amount. Except as set forth in Section 3.5 respects with the Exchange Act and the rules and regulations of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the Company SEC Documents, including without limitation the financial information included thereinpromulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely Except as set forth on the BMOC Disclosure Schedule, each form, report, schedule, registration statement and definitive proxy statement filed (i) by BMOC with the SECSEC since December 31, 1995 and has delivered or made available prior to Acquirorthe date hereof (as such documents have been amended prior to the date hereof and relate to BMOC, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994 under the Securities Act or the Exchange Act, including, without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively, the "Company BMOC SEC DocumentsReports"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Except as set forth in Section 3.5 of the Company BMOC Disclosure Schedule, none of the Company BMOC SEC Documents were prepared in accordance with the Securities Act or the Exchange ActReports, as the case may beof their respective dates, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the SEC with respect thereto, (ii) the Company SEC Documents when filed, did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. None The combined financial statements of BMOC, Cal Jockey and their respective subsidiaries included in such reports comply in all material respects with applicable accounting requirements and with the published rules and regulations 22 of the Company's subsidiaries is required to file any statements or reports SEC with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements (including the related notes respect thereto) of the Company included in the Company SEC Documents, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the consolidated case of the unaudited interim financial statements, to normal, year-end audit adjustments) the combined financial position of BMOC, Cal Jockey and their subsidiaries as of the dates thereof and the consolidated combined results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amountthen ended. Except as set forth in Section 3.5 of the Company BMOC Disclosure Schedule, the Company is not aware since December 31, 1995, neither BMOC nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any facts nature, except liabilities, obligations or circumstances contingencies (i) which are reflected on the unaudited balance sheet of BMOC and its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after June 30, 1996 and are consistent with past practices, (B) are disclosed in the BMOC SEC Reports filed after June 30, 1996, or (C) would require not, individually or in the Company to amend or restate aggregate, have a BMOC Material Adverse Effect. Since December 31, 1995, there has been no change in any of the Company SEC Documentssignificant accounting (including tax accounting) policies, including without limitation the financial information included thereinpractices or procedures of BMOC or any material subsidiary.