Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. As of their respective dates or, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. As 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Borrower with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since September 30, all reports 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Borrower with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements (and and, in the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on case of unaudited statements, as permitted by Form 10-K Q 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) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the fiscal year ended December 31periods covered thereby, 2000subject, as amendedin the case of unaudited statements, (to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the "BDCO 2000 Form 10-K") and financial statements have been included. Purchaser acknowledges that the quarterly reports Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2001 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented therein2013.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates or, (or if amended, as of amended prior to the date of the last such amendmentthis Agreement, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectivelyamended), the "BDCO Company SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. (b) The December 31, and 2005 consolidated balance sheet of the applicable rules and regulations thereunder. The financial statements (Company and the related notes thereto collectively consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 2005 filed with the SEC under the Exchange Act (the "BDCO 2000 Form 10-K"“Company Financial Statements”) fairly present, and the quarterly reports on Form 10-Q for financial statements to be filed by the periods ended March 31, 2001 and June 30, 2001 Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) stockholders’ equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) The Company is in compliance in all material respects with the provisions of the SOX and the listing and corporate governance rules and regulations of the NYSE that are in each case applicable to the Company.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’ s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC” ) since December 31, all reports 2011 (collectively, the “SEC Reports” ). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended, as applicable; and (ii) none of the SEC 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 and misleading. 3.7.2 The financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As (a) The Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedquarterly report, as of annual report, current report, registration statement, and definitive proxy statement or information statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. (iib) Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC from December 31, 1995 until the date hereof (the "SEC Reports"). As of their respective dates or, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents")Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain therein, complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC 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 light of the circumstances under which they were made, not misleading misleading. (b) The audited consolidated balance sheets as of December 31, 1997, 1996 and (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (1995 and the related consolidated statements of income, shareholders' equity and cash flows for each of the four years in the period ended December 31, 1997 (including the related notes thereto collectively and schedules thereto) of the "BDCO Financial Statements") included Company contained in BDCOthe Company's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 20001997 and 1996 included in the SEC Reports present fairly, as amendedin all material respects, (the "BDCO 2000 Form 10-K") consolidated financial position and the quarterly reports on Form 10-Q consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods ended March 31, 2001 and June 30, 2001 presented therein in conformity with generally accepted accounting principles (collectively, the "BDCO Form 10-QsGAAP"), have been prepared in accordance with GAAP ) applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto thereto). (c) The accounting books and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as records of the dates thereof or for Company and its Subsidiaries: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) to the periods presented therein.knowledge of the Company, have recorded therein all the properties, assets and liabilities

SEC Reports and Financial Statements. (a) Parent has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Parent SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of Parent since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by Parent with the SEC since January 1, 2003. As of their respective dates or, (or if amended, as of amended prior to the date of the last such amendmentthis Agreement, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectivelyamended), the "BDCO Parent SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and SOX, as the case may be. (b) The December 31, and the applicable rules and regulations thereunder. The financial statements (2005 consolidated balance sheet of Parent and the related notes thereto collectively consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 2005 filed with the SEC under the Exchange Act (the "BDCO 2000 Form 10-K"“Parent Financial Statements”) fairly present, and the quarterly reports on Form 10-Q for financial statements to be filed by Parent with the periods ended March 31, 2001 and June 30, 2001 SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) stockholders’ equity of BDCO Parent and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP is an independent public accounting firm with respect to Parent and has not resigned or been dismissed as independent public accountants of Parent. (c) Parent is in compliance in all material respects with the provisions of the SOX and the listing and corporate governance rules and regulations of Nasdaq that are in each case applicable to the Company.

SEC Reports and Financial Statements. As of their respective dates or(a) The Company and its Subsidiaries have timely filed with the SEC, if amendedand have made available to Parent, as of the date of the last such amendmenttrue and complete copies of, all reports forms, reports, schedules, statements and other documents required to be filed by BDCO under the Exchange Act each of them since January 1, 2001 1997 under the Securities Act or the Exchange Act (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, including, without limitation, any financial statements or schedules included therein each of the SEC Documents (i) was prepared, in all material respects, in accordance 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, and (ii) 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 misleading. (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule, the consolidated financial statements of the Company included in the SEC Documents: (i) were prepared from, and in accord with, the books and records of the Company and its Subsidiaries, (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustmentsthereto) and (iii) fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO the Company and its consolidated subsidiaries as of the respective dates thereof or and for the respective periods presented thereinthereof, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments.

SEC Reports and Financial Statements. As 3.5.1 The Company has delivered or made available to the Investor accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the SEC since April 5, as of 2002 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment"SEC Reports"). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their 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, collectively, as amended (the "BDCO SEC Documents1933 Act"), includingor the Securities Exchange Act of 1934, without limitation, any financial statements or schedules included therein as amended (ithe "1934 Act"); and (ii) did not contain none of the SEC 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 and misleading. 3.5.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates orThe Company has filed with the Securities and Exchange Commission (the "SEC") all reports, if amended, as of the date of the last such amendment, all reports forms and other documents required to be filed by BDCO it since January 1, 1994 under the Exchange Act and has heretofore made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and December 31, 1995, respectively, and its Amendment to its Annual Report on Form 10-K/A for the year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 1996, respectively, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2001 1994 (in the form mailed to stockholders), (iv) all other forms, reports and registration statements filed by the Company with the SEC since January 1, 1994 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and registration statements in forms not declared effective) and (v) the unaudited consolidated balance sheet as such documents have been amended since the time of their filingDecember 31, collectively, 1996 (the "BDCO Balance Sheet"). The documents described in clauses (i)-(iv) above are referred to in this Agreement collectively as the "Company SEC Documents"). As of their respective dates, including, without limitation, any financial statements or schedules included therein the Company SEC Documents (ia) 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 (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements (included in the Company SEC Documents and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), Balance Sheet have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consist consistent basis during the periods involved (except as may be indicated in otherwise noted therein and except that the notes thereto interim financial statements and subject, in the case of quarterly financial statements, Balance Sheet are subject to normal year end adjustment and recurring year-end adjustmentsdo not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (of the Company and changes in financial position, if any) of BDCO its consolidated Subsidiaries as of at the dates thereof or for the periods presented therein. No variation in the balance sheet included in the audited financial statements for the year ended December 31, 1996 delivered to Parent pursuant to Section 6.3 hereof from the Balance Sheet will result in a Material Adverse Effect.

SEC Reports and Financial Statements. As of their respective dates or, if amended, as of (a) Parent has timely filed with the date of the last such amendment, SEC all reports forms and other documents (including exhibits and other information incorporated therein) required to be filed by BDCO under the Exchange Act it since January 1, 2001 (as such documents have been amended documents, the “Parent SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2004, (iii) all proxy statements relating to meetings of stockholders of Parent since January 1, 2001 (in the time form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by Parent with the SEC since January 1, 2001. As of their filing, collectivelyrespective dates, the "BDCO Parent SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and SOX, as the case may be. (b) The December 31, and the applicable rules and regulations thereunder. The financial statements (2004 consolidated balance sheet of Parent and the related notes thereto collectively consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 20002004 filed with the SEC under the Exchange Act fairly present, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for financial statements to be filed by Parent with the periods ended March 31, 2001 and June 30, 2001 SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) stockholders’ equity of BDCO Parent and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP is an independent public accounting firm with respect to Parent and has not resigned or been dismissed as independent public accountants of Parent.

SEC Reports and Financial Statements. As of their respective dates orEach form, if amendedreport, as of the date of the last such amendmentschedule, all reports registration statement and other documents required to be definitive proxy statement filed by BDCO under FADV with the Exchange Act since January 1, 2001 (SEC as such documents have been amended since prior to the time date hereof (the “FADV SEC Reports”), as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), collectivelycomplied in all material respects with the applicable requirements of the Securities Act, the "BDCO Exchange Act, the rules and regulations thereunder and the court interpretations thereof and the rules of the Nasdaq National Market. None of FADV SEC Documents"Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), including, without limitation, any financial statements or schedules included therein (i) did not contain contained any untrue statement of a material fact or omit to state omitted a material statement of a fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, other than facts that did not have, or would not, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect on FADV. The consolidated financial statements of FADV and its Subsidiaries included in such FADV SEC Reports (iithe “FADV Financial Statements”) complied comply as to form in all material respects with the applicable accounting requirements of the Exchange Act, as the case may be, and the applicable with published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto thereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects, subject, in the case of quarterly the unaudited interim financial statements, to normal the absence of complete notes and recurring normal, year-end adjustments) and fairly present , the consolidated financial position of FADV and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO its Subsidiaries as of the dates thereof thereof. Without limiting the generality of the foregoing, (i) no executive officer of FADV has failed in any respect to make the certifications required of him or for her under Section 302 or 906 of the periods presented therein▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any form, report or schedule filed by FADV with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (excluding any failure to make such certifications occurring after the date of this Agreement that is inadvertent but promptly corrected by filing the requisite certification or is attributable to the physical incapacity of an officer required to make such a certification) and (ii) no enforcement action has been initiated against FADV by the SEC relating to disclosures contained in any Company SEC Report.

SEC Reports and Financial Statements. 3.5.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since July 26, 2023 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). As of their respective dates the time it was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 ): each of the circumstances under which they were made, not misleading and (ii) SEC Reports complied in all material respects with the applicable requirements of the Exchange ActSecurities Act of 1933, as amended (the case may be“1933 Act”), and or the applicable Securities Exchange Act of 1934, as amended (the “1934 Act”). 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates orFEI has filed with the SEC, if amended, as of the date of the last such amendmentand has made available to Micrion true and complete copies of, all reports forms, reports, schedules, statements and other documents required to be filed by BDCO it since December 31, 1996 under the Exchange Act since January 1or the Securities Act (each of such forms, 2001 (reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement or filed subsequent to the date hereof, other than preliminary filings, is referred to as such documents have been amended since a "FEI SEC Document"). Each FEI SEC Document, at the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 thereinfiled complied and, in light the case of the circumstances under which they were madefuture filings, not misleading and (ii) complied will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements (and the related notes thereto collectively the "BDCO Financial Statements") of FEI included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31FEI SEC Documents comply and, 2000in the case of future filings, will comply as amended, (to form in all material respects with applicable accounting requirements and with the "BDCO 2000 Form 10-K") published rules and regulations of the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been and, in the case of future filings, will be prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of quarterly financial the unaudited statements, to normal and normal, recurring year-year end audit adjustments) and fairly present the consolidated financial position of FEI 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 BDCO as of the dates thereof or for the periods presented thereinthen ended.

SEC Reports and Financial Statements. As 3.6.1 The Company has delivered or made available to the Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission ("SEC") since January 1, as of 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment"SEC Reports"). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 3.6.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates or, if amended, as of (a) The Company has filed with the date of the last such amendment, SEC all reports forms and other documents required to be filed by BDCO under the Exchange Act it since January 1, 2001 2002 under the Securities Exchange Act of 1934, as amended (as such documents have been amended since together with the time of their filing, collectivelyrules and regulations thereunder, the "BDCO “Exchange Act”), including (a) its Annual Reports on Form 10-K for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, respectively, (b) its Quarterly Report on Form 10-Q for the period ended March 31, 2005, (c) all proxy statements relating to meetings of shareholders of the Company since January 1, 2002 (in the form mailed to shareholders) and (d) all other forms, reports and registration statements filed by the Company with the SEC since January 1, 2002 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (a)-(c) above, as amended (whether filed before, on or after the date hereof), are referred to in this Agreement collectively as the “Company SEC Documents")”. Except as corrected in subsequent Company SEC Documents filed prior to the date hereof, includingthe Company SEC Documents, without limitation, any including the financial statements or and schedules included therein and the documents incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act, ”) as the case may be, and the applicable rules and regulations of the SEC thereunder. . (b) The financial statements (December 31, 2004 consolidated balance sheet of the Company and the related notes thereto collectively consolidated statements of income, changes in shareholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20002004 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheets of the Company and its Subsidiaries (including the related notes, where applicable) as of March 31, 2005 and the related (i) unaudited consolidated statements of income for the three-month period then ended and (ii) unaudited consolidated statements of cash flows and changes in shareholders’ equity for the three-month period then ended (in each case including the related notes, where applicable), as amended, (reported in the "BDCO 2000 Form 10-K") and the quarterly reports Company’s Quarterly Report on Form 10-Q for the periods period ended March 31, 2001 2005 filed with the SEC under the Exchange Act, fairly present, and June 30, 2001 the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) shareholders’ equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company.

SEC Reports and Financial Statements. As of their respective dates orEach form, if amendedreport, as of the date of the last such amendmentschedule, all reports effective registration statement and other documents required to be definitive proxy statement filed by BDCO under Buyer with the Securities and Exchange Act Commission ("SEC") since January 1December 31, 2001 2003 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "BDCO Buyer SEC DocumentsReports"), includingwhich include all the documents (other than preliminary material) that Buyer was required to file with the SEC since such date, without limitationas of their respective dates, any financial statements complied in all material respects with the requirements of the Securities Act of 1933, as amended ("Securities Act"), or schedules included therein (i) did not contain the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto. None of the Buyer SEC 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 light of the circumstances under which they were made, not misleading and (ii) complied misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The financial statements of Buyer included in such reports comply as to form in all material respects with the applicable accounting requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subjector, in the case of quarterly financial 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 normal, recurring audit and recurring year-end adjustments) and fairly present the consolidated financial position of Buyer as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthen ended. Since December 31, 2003, Buyer has not incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth in the consolidated financial statements of Buyer as at December 31, 2003 (including the notes thereto) (collectively, the "Buyer Financial Statements"), (ii) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (iii) as incurred after December 31, 2003 in the ordinary course of business and consistent with past practices, (iv) as described in the SEC Reports or (v) as would not, individually or in the aggregate, have a material adverse effect.

SEC Reports and Financial Statements. As of their respective dates or(a) GRLC is current in all forms, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO under GRLC with the Securities and Exchange Act since January 1Commission (the "SEC"). All such required forms, 2001 reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as such documents have been amended since the time "SEC Reports." As of their filingrespective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, collectively, as amended (the "BDCO SEC DocumentsSecurities Act"), includingor the Securities Exchange Act of 1934, without limitationas amended (the "Exchange Act"), any financial statements or schedules included therein as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (iii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact fact, or omit to state a material fact fact, required to be stated therein therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (iib) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC with respect thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been was prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of quarterly unaudited financial statements, to normal and recurring yearaudit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-end adjustmentsKSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) and fairly present which is, individually or in the consolidated financial position and aggregate, material to the consolidated business, results of operations or financial condition of GRLC and cash flows (and changes in financial positionthe Subsidiaries, if any) of BDCO taken as a whole, except for liabilities incurred since the date of the dates thereof or for GRLC Balance Sheet in the periods presented thereinordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. 3.5.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since November 26, 2014 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). As of their respective dates the time it was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”); and (ii) none of the SEC 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 and misleading. 3.5.2 The consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements (the "SEC Reports") required to be filed with the SEC since June 9, 1993. As of their respective dates ordates, if amended, as the SEC Reports complied in all material respects with the requirements of the date of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1or the Securities Act of 1933, 2001 as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, including but not limited to any financial statements or schedules included therein or incorporated by reference therein) contained when filed, or (iexcept to the extent revised or superseded by a subsequent filing with the SEC) did not contain contains any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. (b) The consolidated balance sheets as of December 31, 1997 and (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (1996 and the related consolidated statements of income, common shareholders' equity and cash flows for each of the three years in the period ended December 31, 1997 (including the related notes thereto collectively and schedules 14 15 thereto) of the "BDCO Financial Statements") included Company contained in BDCOthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated 1997 included in the notes thereto and subjectSEC Reports present fairly, in the case of quarterly financial statementsall material respects, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (of the Company and changes in financial position, if any) of BDCO its consolidated subsidiaries as of the dates thereof or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended September 30, 1998, June 30, 1998 and March 31, 1998 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X. The Quarterly Financial Statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein, including the related notes, provided, that the Quarterly Financial Statements do not reflect full year end adjustments, accruals, reserves and footnotes. (d) There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and its subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company and its subsidiaries at December 31, 1997, including the notes thereto, (ii) liabilities disclosed in the Recent SEC Reports, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 1998, and (v) other liabilities, none of which (without giving effect to the materiality qualifier contained in this Section 4.06(d)) would reasonably be expected to have a Material Adverse Effect. (e) The Company has heretofore furnished or made available 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 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. As 3.6.1 The Company has delivered or made available to the Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the SEC since January 1, as of 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment"SEC Reports"). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934; and (ii) none of the SEC 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 and misleading. 3.6.2 Except for the pro forma financial statements the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.6.1 The Company has delivered or made available to the Seller accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amended, as of the date of the last such amendment, all reports registration statement and other documents required to be definitive proxy statement filed by BDCO under the Company with the United States Securities and Exchange Act Commission ("SEC") since January 1, 2001 (as such documents have been amended since the time of their filingcollectively, collectivelywith all information incorporated by reference therein or deemed to be incorporated by reference therein, the "BDCO SEC DocumentsReports"). All statements, includingreports, without limitationschedules, any financial statements forms and other documents required to 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 was filed with the SEC (or, if amended or schedules included therein superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 3.6.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates or(a) Since the Lookback Date, if amendedDP&L has timely filed or furnished with the United States Securities and Exchange Commission all forms, as of the date of the last such amendmentreports, all reports schedules, statements and other documents required to be filed by BDCO or furnished under the Securities Exchange Act since January 1of 1934 (such forms, 2001 (as such reports, schedules, statements and other documents have been amended filed or furnished since the time of their filing, collectivelyLookback Date, the "BDCO “SEC Documents"Reports”), including, without limitation, any financial statements or schedules included therein including (i) 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's its Annual Report on Form 10-K for the fiscal year ended December 31, 20002023, as amended, and (the "BDCO 2000 Form 10-K"ii) and the quarterly reports its Quarterly Report on Form 10-Q for the periods period ended March 31, 2001 and June 30, 2001 2024 (collectively, the "BDCO Form 10-Qs"“Balance Sheet Date”), . (b) The financial statements of DP&L included in the SEC Reports (including the notes thereto) have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consist consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of DP&L as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of quarterly financial unaudited statements, to normal and recurring year-end audit adjustments. (c) and fairly present Since the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial positionDecember 31, if any) of BDCO as 2023, none of the dates thereof Companies has incurred any Liabilities that would be required by GAAP, applied on a basis consistent with the Reference Balance Sheet, to be set forth on a consolidated balance sheet or notes thereto of DP&L, except for Liabilities incurred (i) in the periods presented thereinordinary course of business, (ii) as set forth on Schedule 4.6, (iii) in connection with this Agreement or the Transactions or (iv) that are not, individually or in the aggregate, material to the Companies taken as a whole.

SEC Reports and Financial Statements. As of their respective dates or(a) Since November 17, if amended1999, as of the date of the last such amendmentPhoneTel has filed all required forms, all reports and other documents with the SEC required to be filed by BDCO under it pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act since January 1, 2001 (hereinafter collectively -------------- referred to as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsPhoneTel Reports"), all of which have complied in all ---------------- material respects with all applicable requirements of the Securities Act and the Exchange Act. (b) None of the PhoneTel Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (iic) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and changes in financial position (including, without limitation, the related notes thereto collectively thereto) of PhoneTel and the "BDCO Financial Statements") PhoneTel Subsidiaries included in BDCOthe financial statements contained in PhoneTel's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 2000 (the "BDCO 2000 Form PhoneTel 10-K") and the quarterly reports in PhoneTel's Quarterly Report on Form 10-Q for the periods quarter ------------- ended March 31, 2001 and June September 30, 2001 present fairly the consolidated financial position of PhoneTel and the PhoneTel Subsidiaries as of their respective dates, and the results of consolidated operations and changes in consolidated financial position for the periods then ended, all in conformity with generally accepted accounting principles (collectively, the "BDCO Form 10-QsGAAP"), have been prepared in accordance with GAAP ) applied on a consist basis during the periods involved (consistent basis, except as may be indicated in the notes thereto ---- otherwise noted therein, and subject, subject in the case of quarterly unaudited interim financial statements, statements to normal and recurring year-end adjustments) and fairly present the consolidated financial position audit adjustments and the consolidated results absence of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinfootnotes.

SEC Reports and Financial Statements. Acquirer has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it under the Exchange Act with the SEC since June 30, 2021 (together with any amendments, restatements or supplements thereto, collectively, the “Acquirer SEC Reports”). As of their respective dates filing dates, the Acquirer SEC Reports (a) complied in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and (b) did not, at the time they were filed, or, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 and misleading. The consolidated financial statements included or incorporated by reference into the Acquirer SEC Reports (iiincluding the notes thereto) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (of the SEC as of their respective dates and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q) applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto and except with respect to unaudited interim consolidated statements as permitted by Form 10-Q) and present fairly (subject, in the case of quarterly the unaudited interim consolidated financial statementsstatements included therein, to normal and recurring year-end adjustments) and fairly present in all material respects the consolidated financial position condition of Acquirer as of such dates and the consolidated results of operations operations, stockholders’ equity, and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Acquirer for the periods presented thereinsuch periods.

SEC Reports and Financial Statements. As of their respective dates or(a) Since November 24, if amended2006, as of each form, report, schedule, registration statement, proxy statement, information statement, exhibit and any other document, to the date of the last such amendment, all reports and other documents extent required to be filed in accordance with Applicable Law by BDCO under the Company with the Securities and Exchange Act since January 1, 2001 Commission (the “SEC”) (as such documents have been amended since prior to the time date hereof, the “SEC Reports”), as of its respective date, has complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and was timely filed (except where a valid extension of the filing date was filed and the applicable SEC Report was filed within the period permitted by such extension). None of the SEC Reports, as of their filingrespective dates, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. (b) The financial statements of the Company included in such SEC Reports and (ii) complied any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of quarterly the unaudited interim financial statements, to normal and normal, recurring year-end adjustmentsadjustments none of which are or will be material in amount, individually or in the aggregate) and fairly present the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthen ended. (c) The Company does not 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 the Company. The Company has no Knowledge of any circumstance, condition, event or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. As 3.7.1 The Company has delivered or made available to the Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the SEC since January 1, as of 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment"SEC Reports"). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates or(a) The Company has filed all forms, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO under it pursuant to Section 13 or Section 15(d) of the Exchange Act since January 1, 2001 (as such documents have been amended since within the last 12 months on a timely basis or has received a valid extension of time of their for filing, collectively, . The Company has made available to the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein Purchasers the Company’s (i) 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended2005, (the "BDCO 2000 Form 10-K"ii) and the quarterly reports Quarterly Report on Form 10-Q for the periods fiscal quarter ended March 31▇▇▇▇▇ ▇▇, 2001 and ▇▇▇▇, (▇▇▇) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 2005 and (collectively, the "BDCO iv) Quarterly Report on Form 10-Qs"Q for the quarter ended September 30, 2005 (collectively the “SEC Reports”). The SEC Reports complied as to form in all material respects with the rules and regulations of the Commission under the Exchange Act on the date of filing and as of such date (or if amended or superseded by a filing prior to the date of this Agreement, have been on the date of such filing) did not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) (the “Financial Statements”) contained in the SEC Reports (i) was prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during throughout the periods involved (except as may be indicated expressly described in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustmentsthereto) and (ii) fairly present presents in all material respects the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinindicated.

SEC Reports and Financial Statements. As Except as set forth on Schedule 12(u), it and each of their respective dates orits Subsidiaries has filed all proxy statements, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO it under the Exchange Act Act. Laurus has had access to copies of: (i) its Annual Report on Form 10-K for its fiscal year ended June 30, 2005, as amended; and (ii) its Quarterly Reports on Form 10-Q for its fiscal quarters ended September 30, 2005, December 31, 2005, and March 31, 2006, as amended, and the Form 8-K filings which it has made since January July 1, 2001 (2005 to date, as such documents reports may have been amended since (collectively, the “SEC Reports”). Except as set forth on Schedule 12(u), each SEC Report, as amended, was, at the time of their filingthe filing of the latest amendment to it, collectivelyin substantial compliance with the requirements of its respective form and none of the SEC Reports, as amended, nor the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules (and the notes thereto) included therein (i) did not contain in the SEC Reports, as amended, as of the filing date of their latest respective amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereundermisleading. The Such financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto and subject, or (ii) in the case of quarterly financial unaudited interim statements, to normal and recurring year-end adjustmentsthe extent they may not include footnotes or may be condensed) and fairly present in all material respects the consolidated financial position and condition, the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for Parent and its Subsidiaries, on a consolidated basis, as of, and for, the periods presented thereinin each such SEC Report, as amended.

SEC Reports and Financial Statements. As 3.6.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since January 1, 2004 (collectively, with all reports information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”); and (ii) none of the SEC 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 and misleading. 3.6.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to Purchaser through the SEC's ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission ("SEC") since January 1, all reports 2014 (collectively, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act since January 1, 2001 of 1934 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents1934 Act"), including, without limitation, any financial statements or schedules included therein as amended; and (iii) did not contain none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As Except as set forth on Schedule 9(u), Company and each of their respective dates orits Subsidiaries has filed all proxy statements, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO it under the Exchange Act since January 1Act, 2001 subject to the exceptions for the three years preceding the date hereof expressly set forth in the Reorganization Agreement. Company has furnished Federal Partners with copies of: (i) its Annual Report on Form 10-KSB for its fiscal year ended June 30, 2005; and (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2006 and December 31, 2005, and the Form 8-K filings which it has made during its fiscal year 2006 to date (collectively, the “SEC Reports”). Except as such documents have been amended since set forth on Schedule 4.21, each SEC Report was, at the time of their its filing, collectivelyin substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules (and the notes thereto) included therein (i) did not contain in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereundermisleading. The Such financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto and subject, or (ii) in the case of quarterly financial unaudited interim statements, to normal and recurring year-end adjustmentsthe extent they may not include footnotes or may be condensed) and fairly present in all material respects the consolidated financial position and condition, the consolidated results of operations and the cash flows (of Company and changes in financial positionits Subsidiaries, if any) of BDCO on a consolidated basis, as of the dates thereof or for of, and for, the periods presented thereinin each such SEC Report.

SEC Reports and Financial Statements. As of their respective dates or(a) Since August 31, if amended2002, as of the date of the last such amendmentCompany has filed all required forms, all reports and other documents with the SEC required to be filed by BDCO under it pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act since January 1, 2001 (hereinafter collectively referred to as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsCompany Reports"), all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as of the filing date thereof. The Company Reports included (i) all certificates required to be included therein pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇omulgated thereunder ("SOX"), and (ii) the internal control report --- and attestation of the Company's outside auditors required by Section 404 of SOX, to the extent such report and attestation was required to be included therein under SOX. (b) None of the Company Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain or incorporated by reference therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (iic) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (consolidated balance sheets and the related consolidated statements of income, cash flow and stockholders' equity (including, without limitation, the related notes thereto collectively thereto) of the "BDCO Financial Statements") Company and its consolidated Subsidiaries included in BDCOthe financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December August 31, 2000, as amended, 2005 (the "BDCO 2000 Form Company 10-K") and in the quarterly reports Company's Quarterly Reports on Form 10-Q for the periods quarters ended March November 30, 2005, February 28, 2006 and May 31, 2001 and June 30, 2001 2006 (collectively, the "BDCO Form Company 10-Qs"), have been prepared present fairly the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, and the results of consolidated operations and cash flows for the periods then ended, all in accordance conformity with GAAP United States generally accepted accounting principles ("GAAP") applied on a consist basis during the periods involved (consistent ---- basis, except as may be indicated in the notes thereto otherwise noted therein, and subject, in the case of quarterly unaudited interim financial statements, statements subject to normal and recurring year-end adjustmentsaudit adjustments and except for certain footnote disclosures required by generally accepted accounting principles. (d) The management of the Company has (i) implemented disclosure controls and fairly present procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the chief executive officer and chief financial position officer of the Company by others within those entities, and (ii) timely disclosed, based on its most recent evaluation, to the Company's outside auditors and the consolidated results audit committee of operations the Company's Board of Directors (x) all significant deficiencies and cash flows material weaknesses in the design or operation of internal controls over financial reporting (and changes as defined in financial position, if anyRule 13a-15(f) of BDCO as the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data and (y) any fraud known to the Company, 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 September 1, 2004, any material change in internal control over financial reporting or failure or inadequacy of the dates thereof or for the periods presented thereindisclosure controls required to be disclosed in any Company Report has been so disclosed.

SEC Reports and Financial Statements. (a) From December 31, 2012 through the date of this Agreement, the Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and reports, the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the Table of Contents last such amendmentamendment made prior to the date hereof, the Company SEC Documents complied in all reports material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act and other documents required to be filed by BDCO under the Exchange Act since January 1Act, 2001 (as such documents have been amended since the time case may be, and the applicable rules and regulations promulgated thereunder, and none of their filing, collectively, the "BDCO Company SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) did not contain Documents 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 light of the circumstances under which they were made, not misleading misleading. (b) The consolidated financial statements (including all related notes and (iischedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Exchange ActSEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K their consolidated cash flows for the fiscal year respective periods then ended December 31(subject, 2000in 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, to the extent permitted by the SEC and as amended, (may be indicated therein or in the "BDCO 2000 Form 10-K"notes thereto) and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthereto).

SEC Reports and Financial Statements. As of their respective dates or, if amended, as of (a) The Company has filed with the date of the last such amendment, SEC all reports forms and other documents required to be filed by BDCO under the Exchange Act it since January 1, 2001 2002 under the Securities Exchange Act of 1934, as amended (as such documents have been amended since together with the time of their filing, collectivelyrules and regulations thereunder, the "BDCO Exchange Act"), including (a) its Annual Reports on Form 10-K for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, respectively, (b) its Quarterly Report on Form 10-Q for the period ended March 31, 2005, (c) all proxy statements relating to meetings of shareholders of the Company since January 1, 2002 (in the form mailed to shareholders) and (d) all other forms, reports and registration statements filed by the Company with the SEC since January 1, 2002 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (a)-(c) above, as amended (whether filed before, on or after the date hereof), are referred to in this Agreement collectively as the "Company SEC Documents"). Except as corrected in subsequent Company SEC Documents filed prior to the date hereof, includingthe Company SEC Documents, without limitation, any including the financial statements or and schedules included therein and the documents incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act, ") as the case may be, and the applicable rules and regulations of the SEC thereunder. . (b) The financial statements (December 31, 2004 consolidated balance sheet of the Company and the related notes thereto collectively consolidated statements of income, changes in shareholders' equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCOthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20002004 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheets of the Company and its Subsidiaries (including the related notes, where applicable) as of March 31, 2005 and the related (i) unaudited consolidated statements of income for the three-month period then ended and (ii) unaudited consolidated statements of cash flows and changes in shareholders' equity for the three-month period then ended (in each case including the related notes, where applicable), as amended, (reported in the "BDCO 2000 Form 10-K") and the quarterly reports Company's Quarterly Report on Form 10-Q for the periods period ended March 31, 2001 2005 filed with the SEC under the Exchange Act, fairly present, and June 30, 2001 the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) shareholders' equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the “1934 Act”), as applicable; and (ii) none of the SEC 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 and misleading. 3.7.2 The financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the "Company SEC Documents"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates or, (or if amended, as of amended prior to the date of the last such amendmentthis Agreement, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectivelyamended), the "BDCO Company SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated ▇▇▇▇▇▇▇▇▇▇ ("▇OX"), as the case may be. (b) The December 31, and 2005 consolidated balance sheet of the applicable rules and regulations thereunder. The financial statements (Company and the related notes thereto collectively consolidated statements of income, changes in stockholders' equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCOthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 2005 filed with the SEC under the Exchange Act (the "BDCO 2000 Form 10-KCompany Financial Statements") fairly present, and the quarterly reports on Form 10-Q for financial statements to be filed by the periods ended March 31, 2001 and June 30, 2001 Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) stockholders' equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) The Company is in compliance in all material respects with the provisions of the SOX and the listing and corporate governance rules and regulations of the NYSE that are in each case applicable to the Company.

SEC Reports and Financial Statements. (a) From December 31, 2012 through the date of this Agreement, the Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and reports, the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company SEC Documents complied in all reports material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act and other documents required to be filed by BDCO under the Exchange Act since January 1Act, 2001 (as such documents have been amended since the time case may be, and the applicable rules and regulations promulgated thereunder, and none of their filing, collectively, the "BDCO Company SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) did not contain Documents 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 light of the circumstances under which they were made, not misleading misleading. (b) The consolidated financial statements (including all related notes and (iischedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Exchange ActSEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K their consolidated cash flows for the fiscal year respective periods then ended December 31(subject, 2000in 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, to the extent permitted by the SEC and as amended, (may be indicated therein or in the "BDCO 2000 Form 10-K"notes thereto) and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthereto).

SEC Reports and Financial Statements. As 3.7.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since December 31, 2008 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment“SEC Reports”). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates or, if amended, as of (a) The Company has timely filed with the date of the last such amendment, SEC all reports forms and other documents (including exhibits and other information incorporated therein) required to be filed by BDCO under the Exchange Act it since January 1, 2001 2002 (as such documents have been amended documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2002, December 31, 2003 and December 31, 2004, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2004, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2002 (in the time form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2002. As of their filing, collectivelyrespective dates, the "BDCO Company SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. (b) The December 31, and 2004 consolidated balance sheet of the applicable rules and regulations thereunder. The financial statements (Company and the related notes thereto collectively consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20002004 filed with the SEC under the Exchange Act fairly present, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for financial statements to be filed by the periods ended March 31, 2001 and June 30, 2001 Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) stockholders’ equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company.

SEC Reports and Financial Statements. (a) Except for its annual report on Form 10-K for the year ended July 31, 2004, its quarterly reports on Form 10-Q for the periods ending October 31, 2004, January 31, 2005 and April 30, 2005 (the “Delayed Forms”), each of which reports has now been filed, the Company has timely filed with (i) the Securities and Exchange Commission (the “SEC”) and (ii) any Canadian regulatory authority all forms and documents required to be filed by it since January 1, 2003 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other Canadian Law, including (A) its Annual Reports on Form 10-K for the years ended July 31, 2003 and July 31, 2005, respectively, (B) its Quarterly Reports on Form 10-Q for the periods ended October 31, 2005, January 31, 2006 and April 30, 2006, (C) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Company with the SEC and any Canadian regulatory authority since January 1, 2003. The documents described in clauses (A)-(D) above and the Delayed Forms, in each case as amended (whether filed on or prior to the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of their respective dates or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, all reports and other documents required amendment with respect to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectivelythose disclosures that are amended, the "BDCO Company SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. . (b) The financial statements July 31, 2005 consolidated balance sheet of the Company (the “Company Balance Sheet”) and the related notes thereto collectively consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's the Company’s Annual Report on Form 10-K for the fiscal year ended December July 31, 20002005 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company and its Subsidiaries (including the related notes, where applicable) as of April 30, 2006 and the related (i) unaudited consolidated statements of operations and comprehensive income for the three and nine-month periods then ended and (ii) unaudited consolidated statement of cash flows for the nine-month period then ended (in each case including the related notes, where applicable), as amended, (reported in the "BDCO 2000 Form 10-K") and the quarterly reports Company’s Quarterly Report on Form 10-Q for the periods period ended March 31, 2001 and June April 30, 2001 2006 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and operations, cash flows (and changes in financial position, if any) stockholders’ equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles (“US GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with US GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) Since February 1, 2005, (A) except with respect to the ESPP Options, the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective LTIP Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statements referred to in Section 3.5(b) in accordance with US GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. As 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Borrower with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since June 30 2014 (collectively, all reports the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Borrower with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Borrower as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Borrower for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. (i) Since January 1, 2017, Parent has timely filed or furnished all reports, forms, schedules, exhibits, certifications, registration statements and other documents (the “Parent SEC Reports”) required to be filed or furnished by it with the SEC. As of their respective dates (or, if amendedamended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the last such amendmentParent SEC Reports complied in all material respects with the requirements of the Securities Act, all reports and other documents required to be filed by BDCO under the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1of 2002, 2001 as amended and the rules and regulations thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as such documents have been amended since the time case may be, and none of their filing, collectively, the "BDCO Parent SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 light of the circumstances under which they were made, not misleading misleading. Since January 1, 2017, (i) Parent has been in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ, except, in each case, where the failure to so comply would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole, and (ii) complied each of the chief executive officer and the chief financial officer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Parent SEC Documents, and the statements contained in such certifications are accurate, except, in each case, where the failure to make such certifications or to be so accurate would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole. US-DOCS\101033924.7 (ii) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Reports complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects with all applicable accounting requirements, the applicable requirements of Securities Act and the Exchange Act, as and with the case may be, and the applicable rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto and subjectdisclosed therein and, in the case of quarterly the unaudited financial statements, to normal and recurring year-end adjustments) as permitted by the SEC), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows (and changes in financial position, if any) of BDCO such companies as of the dates thereof or and for the periods presented thereinshown.

SEC Reports and Financial Statements. As of their respective dates or(a) The Company has filed with the SEC all forms, if amendedreports, as of the date of the last such amendmentschedules, all reports registration statements and other documents definitive proxy statements required to be filed by BDCO under the Exchange Act Company with the SEC since January 1, 2001 1998 (as such documents they have been amended since the time of their filing, and including any documents filed as exhibits thereto, collectively, the "BDCO SEC DocumentsReports")) and complete and correct copies of all such forms, includingreports, without limitationschedules, registration statements, and proxy statements are available to Parent through public sources. As of their respective dates, the SEC Reports (including but not limited to any financial statements or schedules included therein or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (i) did not contain the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC 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 light of the circumstances under which they were made, not misleading misleading. (b) The consolidated balance sheets as of December 31, 1999 and (ii) complied in all material respects with 1998 and the applicable requirements consolidated statements of income, common shareholders' equity and cash flows for each of the Exchange Actthree fiscal years in the period ended December 31, as the case may be, and the applicable rules and regulations thereunder. The financial statements 1999 (and including the related notes thereto collectively and schedules thereto) of the "BDCO Financial Statements") included Company contained in BDCOthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 1999 (the "BDCO 2000 Form 10-K1999 Financial Statements") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared present fairly in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present all material respects the consolidated financial position and the consolidated results of operations and cash flows (of the Company and changes in financial position, if any) of BDCO its consolidated subsidiaries as of the dates thereof or for the periods presented therein and were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, including the related notes. (c) Except as reflected, reserved against or otherwise disclosed in the 1999 Financial Statements or as set forth in Section 4.5(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any material liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1999 which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) 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 pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder. (e) Proper accounting controls are, and since January 1, 1996, have been, in place to ensure that no portion of any international sales representative commission or contingent fee or other payment is included, directly or indirectly, in the contract price of any sale to the United States Government pursuant to the Foreign Military Sales ("FMS") program, or any sale to a foreign government financed in whole or in part with funding from the U.S. Foreign Military Finance ("FMF") program, except as permitted thereunder. (f) All payments to international sales representatives since January 1, 1996 including commission and contingent fee payments to international sales representatives or others on FMS and FMF contracts, (i) have been accurately reported in all material respects on the Company books and records, and (ii) have been made consistent in all material respects with all applicable United States and foreign laws and regulations.

SEC Reports and Financial Statements. As 2.5.1 The Company has delivered or made available to the Seller accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the SEC since October 31, as of 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment“SEC Reports”). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”); and (ii) none of the SEC 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 and misleading. 2.5.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As (a) The Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedquarterly report, as of annual report, current report, registration statement, and definitive proxy statement or information statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. (iib) Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, 8094842v1 and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As (a) Each of the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 and all Current Reports on 8-K filed with the SEC since January 1, 2009 (collectively, the “SEC Reports”), as of their respective dates or(and, if amendedamended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Exchange Act and the rules and regulations thereunder. None of the SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) did not contain contained any untrue statement of a material fact or omit to state omitted a material statement of a fact required to 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 misleading, other than facts that did not have, or would not, individually or in the aggregate, reasonably be expected to have, a material adverse effect on the business or operations of the Company. (iib) complied The consolidated financial statements of the Company included in such SEC Reports (the “Financial Statements”) comply as to form in all material respects with the applicable accounting requirements of the Exchange Act, as the case may be, and the applicable with published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto thereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q under the Securities Exchange Act) and fairly present in all material respects, subject, in the case of quarterly the unaudited interim financial statements, to normal the absence of complete notes and recurring normal, year-end adjustments) and fairly present , the consolidated financial position of the Company and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO its subsidiaries as of the dates thereof thereof. (c) Without limiting the generality of the foregoing, (i) no executive officer of the Company has failed in any respect to make the certifications required of him or for her under Section 302 or 906 of the periods presented therein▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any SEC Reports and (ii) no enforcement action has been initiated, or to the knowledge of the Company threatened, against the Company or any of its directors or executive officers by the SEC relating to disclosures contained in any SEC Report.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’s E▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act , or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 [Except for the pro forma financial statements, if any,] the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates or, if amended, as of During the two years prior to the date of the last such amendmenthereof, Parent has timely filed all reports reports, schedules, forms, statements and other documents required to be filed by BDCO under it with the SEC pursuant to the reporting requirements of the Securities Exchange Act since January 1of 1934, 2001 as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as such documents have been amended since the time “SEC Documents”). As of their filing, collectivelyrespective dates, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 (ii) Documents complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, 1934 Act and the applicable rules and regulations thereunderof the SEC promulgated thereunder applicable to the SEC Documents. The As of their respective dates, the financial statements (of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the related notes published rules and regulations of the SEC with respect thereto collectively as in effect as of the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consist basis generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of quarterly financial unaudited statements, to normal and recurring year-end adjustments) and fairly present audit adjustments which will not be material, either individually or in the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinaggregate).

SEC Reports and Financial Statements. As Parent has delivered or made available to the Company and the Sellers Representative complete and correct copies of their respective dates or, if amended, as of the date of the last such amendment, all reports and other documents required to be filings filed by BDCO under Parent with the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") since January 1, 2001 2003 (such reports and other filings collectively referred to herein as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsExchange Act Filings"), including, without limitation, any . The audited consolidated financial statements or schedules of Parent included therein in the Exchange Act Filings (i) did not contain any untrue statement were prepared from the books and records of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinParent and its consolidated subsidiaries, in light of the circumstances under which they were made, not misleading and (ii) complied were prepared in accordance with GAAP, applied in a manner consistent with the preparation of the Parent's historical financial statements (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly in all material respects the financial position of Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended. The unaudited financial statements included in the Exchange Act Filings comply in all material respects with the applicable requirements published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of Parent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP, applied in a manner consistent with the preparation of the Parent's historical financial statements, except as otherwise permitted under the Exchange Act, as the case may be, Act and the applicable rules and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustmentsor schedule thereto) and (iii) present fairly present in all material respects 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 anycondition) of BDCO as of the dates thereof or for the periods presented thereinthen ended, subject to normal year-end adjustments and any other adjustment described therein or in the notes or schedules thereto.

SEC Reports and Financial Statements. As 3.5.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of the date of the last such amendment, all reports and other documents required to be definitive proxy statement filed by BDCO under the Company with the United States Securities and Exchange Act Commission (“SEC”) since January 1, 2001 2020 (as such documents have been amended since collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”); and (ii) none of the SEC 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 and misleading. 3.5.2 The consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 10.3.1. Quest has delivered or made available to PTF accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission ("SEC") since January 1, 2004 (collectively, with all reports information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under Quest with the Exchange Act since January 1, 2001 (as such documents SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 10.3.2. Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of Quest and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. (a) IDGS has filed or furnished all forms, documents and reports, required to be filed or furnished by it (the “IDGS SEC Documents”) with the Securities and Exchange Commission (the “SEC”). As of their respective dates or, if amended, as of the date of the last such amendment, the IDGS SEC Documents complied in all reports and other documents required to be filed by BDCO under material respects with the requirements of the Securities Act, the Securities Exchange Act since January 1of 1934, 2001 as amended (as such documents have been amended since the time “Exchange Act”) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of their filing, collectively, 2002 (the "BDCO SEC Documents"“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (i) did not contain and none of the IDGS SEC Documents 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 light of the circumstances under which they were made, not misleading misleading. (b) The audited financial statements and unaudited interim financial statements (iiincluding all related notes and schedules) of IDGS included in the IDGS SEC Documents (the “IDGS Financial Statements”) complied as to form in all material respects with the applicable requirements rules and regulations of the Exchange ActSEC then in effect, fairly present in all material respects the financial position of IDGS, as at the case may berespective dates thereof, and the applicable rules results of their operations and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K their cash flows for the fiscal year respective periods then ended December 31(subject, 2000in the case of the unaudited statements, as amendedto normal recurring year-end audit adjustments that were not or are not expected to be, (individually or in the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31aggregate, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"materially adverse to IDGS), have been and were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthereto).

SEC Reports and Financial Statements. As of their respective dates or(a) Since August 31, if amended1994, as of the date of the last such amendmentCompany has filed all required forms, all reports and other documents with the SEC required to be filed by BDCO under it pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act since January 1, 2001 (hereinafter collectively referred to as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsCompany Reports"), all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. The Company has previously furnished to Buyer copies of all such Company Reports. (b) None of the Company Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (iic) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (consolidated balance sheets and the related consolidated statements of income, cash flow and stockholders' equity (including, without limitation, the related notes thereto collectively thereto) of the "BDCO Financial Statements") Company and its consolidated subsidiaries included in BDCOthe financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December August 31, 2000, as amended, 1997 (the "BDCO 2000 Form Company 10-K") and in the quarterly reports Company's Quarterly Reports on Form 10-Q for the periods quarters ended March 31, 2001 and June November 30, 2001 1997 and February 28, 1998 (collectively, the "BDCO Form Company 10-Qs"), have been prepared present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of their respective dates, and the results of consolidated operations and cash flows for the periods then ended, all in accordance conformity with GAAP generally accepted accounting principles applied on a consist basis during the periods involved (consistent basis, except as may be indicated in the notes thereto otherwise noted therein, and subject, in the case of quarterly unaudited interim financial statements, statements subject to normal and recurring year-end adjustments) audit adjustments and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or except for the periods presented thereincertain footnote disclosures required by generally accepted accounting principles.

SEC Reports and Financial Statements. As of their respective dates or(a) The Buyer has filed with the SEC all forms, if amendedreports, as of the date of the last such amendmentschedules, all reports statements and other documents required to be filed by BDCO under the Exchange Act it since January 1, 2001 2004 (as such documents have been amended since the time of their filing, collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "BDCO Buyer SEC Documents"). The Buyer SEC Documents, includingas of the date filed with the SEC (and, without limitationin 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 financial statements Buyer SEC Document amended or schedules included therein superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), (i) 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act of 1934, and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. . (b) The consolidated financial statements of the Buyer included or incorporated by reference in the Buyer SEC Documents, as of the date filed with the SEC (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the related notes thereto collectively dates of mailing, respectively, and, in the "BDCO Financial Statements") included in BDCO's Annual Report case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"date of such amending or superseding filing), have been complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consist consistent basis during the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly presented, in all material respects (subject, in the case of quarterly financial the unaudited statements, to normal and normal, recurring year-end adjustments) and fairly present audit adjustments not material in amount), the consolidated financial position of the Buyer and its consolidated Subsidiaries as of the date of such financial statements and the consolidated results of their operations and cash flows (and changes in financial position, if any) of BDCO as for each of the dates thereof periods then ended. (c) Except as set forth in Schedule 6.9, since June 30, 2005, there has not been any change or for development that, individually or in the periods presented thereinaggregate, has had a Buyer Material Adverse Effect.

SEC Reports and Financial Statements. As of their respective dates orEach form, if amendedreport, as of the date of the last such amendmentschedule, all reports registration statement, definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by BDCO under Purchaser or any of its subsidiaries with the Exchange Act SEC since January 1December 31, 2001 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "BDCO Purchaser SEC DocumentsReports"), includingwhich are all the documents (other than preliminary material) that Purchaser and its subsidiaries were required to file with the SEC since such date, without limitation, any financial statements or schedules included therein (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (iiincluding, in each case, the notes, if any, thereto) included in the Purchaser SEC Reports (the "Purchaser Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31SEC with respect thereto, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of quarterly the unaudited interim financial statements, to normal and normal, recurring year-end adjustmentsaudit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Purchaser and its subsidiaries taken as a whole)) and fairly present in all material respects the consolidated financial position of Purchaser 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 BDCO as of the dates thereof or for the respective periods presented thereinthen ended.

SEC Reports and Financial Statements. As 3.15.1. The Company has delivered or made available to the Purchasers accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amended, as of the date of the last such amendment, all reports registration statement and other documents required to be definitive proxy statement filed by BDCO under the Exchange Act Company with the SEC since January 1, 2001 (as such documents have been amended since the time of their filingcollectively, collectivelywith all information incorporated by reference therein or deemed to be incorporated by reference therein, the "BDCO SEC DocumentsReports"). All statements, includingreports, without limitationschedules, any financial statements forms and other documents required to 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 was filed with the SEC (or, if amended or schedules included therein superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 3.15.2. Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements 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. As 3.7.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since March 31, all reports 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’s E▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As Except as set forth on Schedule 12(u), Company and each of their respective dates orits Subsidiaries has filed all proxy statements, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO it under the Exchange Act since January 1Act, 2001 subject to the exceptions for the three years preceding the date hereof expressly set forth in the Reorganization Agreement. Company has furnished Laurus with copies of: (i) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2003; and (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2004 and June 30, 2004, and the Form 8-K filings which it has made during its fiscal year 2004 to date (collectively, the “SEC Reports”). Except as such documents have been amended since set forth on Schedule 4.21, each SEC Report was, at the time of their its filing, collectivelyin substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules (and the notes thereto) included therein (i) did not contain in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereundermisleading. The Such financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto and subject, or (ii) in the case of quarterly financial unaudited interim statements, to normal and recurring year-end adjustmentsthe extent they may not include footnotes or may be condensed) and fairly present in all material respects the consolidated financial position and condition, the consolidated results of operations and the cash flows (of Company and changes in financial positionits Subsidiaries, if any) of BDCO on a consolidated basis, as of the dates thereof or for of, and for, the periods presented thereinin each such SEC Report.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As (a) Seller has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since October 1, 2002 (together with all information incorporated therein by reference, the “SEC Documents”). The SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein amendment (i) 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 misleading, and (ii) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Investment Company Act, as the case may be. (b) The financial statements of Seller included in the SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment (i) complied in all material respects with applicable accounting requirements and with the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amendedSEC with respect thereto, (the "BDCO 2000 Form 10-K"ii) and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during the periods involved indicated (except as may be indicated in the notes thereto thereto) and (iii) fairly presented (subject, in the case of quarterly financial the unaudited statements, to normal and normal, recurring year-end adjustmentsaudit adjustments not material in amount) and fairly present the consolidated financial position of Seller as at the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented then ended. There were no extraordinary or material non-recurring items of income or expense during the periods covered by such financial statements (except as set forth therein) and the consolidated balance sheets of Seller included or incorporated therein did not reflect any write-up or revaluation increasing the book value of any assets, except (X) as specifically disclosed in the notes thereto or the accompanying narrative description relevant thereto, or (Y) pursuant to any m▇▇▇-to-market methodology that complies with Section 2(a)(41) of the Investment Company Act and GAAP consistently applied by Seller and which has been disclosed by Seller in any SEC Documents. Except as and to the extent reflected or reserved against in the financial statements included in Seller’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 or as disclosed therein, Seller did not have, as of such date, any liability or obligation of any kind, known or unknown, whether accrued, absolute, contingent, unliquidated or other, whether due or to become due and whether or not required to be disclosed (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, properties, results of operations or financial condition of Seller. Since September 30, 2003, there has been no material change in Seller’s accounting methods or principles that would be required to be disclosed in Seller’s financial statements in accordance with GAAP, except as described in the notes to such Seller financial statements. (c) Seller has heretofore made available to Purchaser complete and correct copies of any amendments or modifications to (i) agreements, documents or other instruments which previously have been filed by Seller with the SEC pursuant to the Exchange Act and (ii) the SEC Documents themselves. Seller has responded to all comment letters of the staff of the SEC relating to the SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. Seller has heretofore made available to Purchaser true, correct and complete copies of all correspondence with the SEC occurring since October 25, 2002.

SEC Reports and Financial Statements. As 10.3.1. Quest has delivered or made available to Greenwood accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission ("SEC") since January 1, 2004 (collectively, with all reports information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under Quest with the Exchange Act since January 1, 2001 (as such documents SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 10.3.2. Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of Quest and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. (a) A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Parent with the SEC since March 1, 2011 and prior to the date hereof (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective dates orfiling dates, if amendedthe Parent SEC Documents complied in all material respects with the requirements of the United States Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of Parent SEC Documents contained on their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) did not contain filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Parent SEC Document. (iib) The financial statements of Parent included in the Parent SEC Documents (the “Parent Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31SEC with respect thereto, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consist consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto and subjectthereto, except in the case of pro forma statements, or, in the case of quarterly unaudited financial statements, to except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented therein).

SEC Reports and Financial Statements. As 10.3.1. Quest has delivered or made available to Investor accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission ("SEC") since January 1, 2004 (collectively, with all reports information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under Quest with the Exchange Act since January 1, 2001 (as such documents SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 10.3.2. Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of Quest and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates orExcept as disclosed on Schedule 2.1.5, if amendedthe Company has filed with the Securities and Exchange Commission (the "SEC") all forms, as of the date of the last such amendmentreports, all reports schedules, statements and other documents required to be filed by BDCO it since December 31, 2001 under the Securities Exchange Act since January 1, 2001 of 1934 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsExchange Act"), includingthe Securities Act or the Sarbanes-Oxley Act of 2002 (the "▇▇▇▇") (▇▇▇▇ of such forms, without limitationreports, any financial statements or schedules included therein schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as an "Company SEC Document"). Each Company SEC Document, at the time filed, (ia) 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 (iib) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the SOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements included in the Company SEC Documents (and the related notes thereto collectively the "BDCO Financial Statements") included comply as to form in BDCO's Annual Report on Form 10-K for all material respects with applicable accounting requirements and with the fiscal year ended December 31, 2000, published rules and regulations of the SEC with respect thereto as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")of their respective dates, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) 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 then ended (subject, in the case of quarterly financial the unaudited statements, to normal and normal, recurring year-end audit adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented therein).

SEC Reports and Financial Statements. (a) INVU has filed or furnished all forms, documents and reports, required to be filed or furnished by it (the “INVU SEC Documents”) with the Securities and Exchange Commission (the “SEC”). As of their respective dates or, if amended, as of the date of the last such amendment, the INVU SEC Documents complied in all reports and other documents required to be filed by BDCO under material respects with the requirements of the Securities Act, the Securities Exchange Act since January 1of 1934, 2001 as amended (as such documents have been amended since the time “Exchange Act”) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of their filing, collectively, 2002 (the "BDCO SEC Documents"“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (i) did not contain and none of the INVU SEC Documents 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 light of the circumstances under which they were made, not misleading misleading. (b) The audited financial statements and unaudited interim financial statements (iiincluding all related notes and schedules) of INVU included in the INVU SEC Documents (the “INVU Financial Statements”) complied as to form in all material respects with the applicable requirements rules and regulations of the Exchange ActSEC then in effect, fairly present in all material respects the financial position of INVU, as at the case may berespective dates thereof, and the applicable rules results of their operations and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K their cash flows for the fiscal year respective periods then ended December 31(subject, 2000in the case of the unaudited statements, as amendedto normal recurring year-end audit adjustments that were not or are not expected to be, (individually or in the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31aggregate, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"materially adverse to INVU), have been and were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthereto).

SEC Reports and Financial Statements. As of their respective dates or(a) RSL COM has filed all required forms, if amended, as of the date of the last such amendment, all reports and other documents with the Securities Exchange Commission (hereinafter collectively referred to as the "Company Reports") required to be filed by BDCO under it pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act since January 1of 1934, 2001 as amended, and the rules and regulations promulgated thereunder (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsExchange Act"), all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. (b) None of the Company Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (iic) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (consolidated balance sheets and the related consolidated statements of income, cash flow and shareholders' equity (including without limitation the related notes thereto collectively the "BDCO Financial Statements"thereto) of RSL COM and its consolidated Subsidiaries included in BDCOthe financial statements contained in RSL COM's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 1999 (the "BDCO 2000 Form Company 10-K") and the quarterly reports in RSL COM's Quarterly Reports on Form 10-Q for the periods quarter ended March 31, 2001 and June 30, 2001 2000 (collectively, the "BDCO Form Company 10-QsQ"), have been prepared present fairly the consolidated financial position of RSL COM and its consolidated Subsidiaries as of their respective dates, and the results of consolidated operations and cash flows for the periods then ended, all in accordance conformity with GAAP United States generally accepted accounting principles applied on a consist basis during the periods involved (consistent basis, except as may be indicated in the notes thereto otherwise noted therein and subject, in the case of quarterly unaudited financial statements, statements subject to normal and recurring year-end audit adjustments) , and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or except for the periods presented thereincertain footnote disclosures required by United States generally accepted accounting principles.

SEC Reports and Financial Statements. As of their respective dates orExcept as disclosed on Schedule 2.1.5, if amendedthe Company has filed with the Securities and Exchange Commission (the “SEC”) all forms, as of the date of the last such amendmentreports, all reports schedules, statements and other documents required to be filed by BDCO it since December 31, 2001 under the Securities Exchange Act since January 1of 1934 (the “Exchange Act”), 2001 the Securities Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOXA”) (each of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as such documents have been amended since an “Company SEC Document”). Each Company SEC Document, at the time of their filingfiled, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (ia) 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 (iib) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the SOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements included in the Company SEC Documents (and the related notes thereto collectively the "BDCO “Financial Statements"”) included comply as to form in BDCO's Annual Report on Form 10-K for all material respects with applicable accounting requirements and with the fiscal year ended December 31, 2000, published rules and regulations of the SEC with respect thereto as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")of their respective dates, have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) 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 then ended (subject, in the case of quarterly financial the unaudited statements, to normal and normal, recurring year-end audit adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented therein).

SEC Reports and Financial Statements. (a) Parent has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the "Parent SEC Documents"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of Parent since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by Parent with the SEC since January 1, 2003. As of their respective dates or, (or if amended, as of amended prior to the date of the last such amendmentthis Agreement, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectivelyamended), the "BDCO Parent SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and SOX, as the case may be. (b) The December 31, and the applicable rules and regulations thereunder. The financial statements (2005 consolidated balance sheet of Parent and the related notes thereto collectively consolidated statements of income, changes in stockholders' equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCOParent's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 2005 filed with the SEC under the Exchange Act (the "BDCO 2000 Form 10-KParent Financial Statements") fairly present, and the quarterly reports on Form 10-Q for financial statements to be filed by Parent with the periods ended March 31, 2001 and June 30, 2001 SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows (and changes in financial position, if any) stockholders' equity of BDCO Parent and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP is an independent public accounting firm with respect to Parent and has not resigned or been dismissed as independent public accountants of Parent. (c) Parent is in compliance in all material respects with the provisions of the SOX and the listing and corporate governance rules and regulations of Nasdaq that are in each case applicable to the Company.

SEC Reports and Financial Statements. (a) BTHE has filed or furnished all forms, documents and reports required to be filed or furnished by it (the “BTHE SEC Documents”) with the U.S. Securities and Exchange Commission (the “SEC”). As of their respective dates or, if amended, as of the date of the last such amendment, the BTHE SEC Documents complied in all reports and other documents required to be filed by BDCO under material respects with the requirements of the Securities Act, the Exchange Act since January 1, 2001 and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"“S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (i) did not and none of the BTHE SEC Documents as of the Closing Date contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (b) The audited financial statements and unaudited interim financial statements (iiincluding all related notes and schedules) of BTHE included in the BTHE SEC Documents (the “BTHE Financial Statements”) complied as to form in all material respects with the applicable requirements rules and regulations of the Exchange ActSEC then in effect, fairly present in all material respects the financial position of BTHE, as at the case may berespective dates thereof, and the applicable rules results of its operations and regulations thereunder. The financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K its cash flows for the fiscal year respective periods then ended December 31(subject, 2000in the case of the unaudited statements, as amendedto normal recurring year-end audit adjustments that were not or are not expected to be, (individually or in the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31aggregate, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"materially adverse to BTHE), have been and were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthereto).

SEC Reports and Financial Statements. (i) Since January 1, 2017, Parent has timely filed or furnished all reports, forms, schedules, exhibits, certifications, registration statements and other documents (the “Parent SEC Reports”) required to be filed or furnished by it with the SEC. As of their respective dates (or, if amendedamended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the last such amendmentParent SEC Reports complied in all material respects with the requirements of the Securities Act, all reports and other documents required to be filed by BDCO under the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1of 2002, 2001 as amended and the rules and regulations thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as such documents have been amended since the time case may be, and none of their filing, collectively, the "BDCO Parent SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 light of the circumstances under which they were made, not misleading misleading. Since January 1, 2017, (i) Parent has been in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ, except, in each case, where the failure to so comply would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole, and (ii) complied each of the chief executive officer and the chief financial officer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Parent SEC Documents, and the statements contained in such certifications are accurate, except, in each case, where the failure to make such certifications or to be so accurate would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole. (ii) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Reports complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects with all applicable accounting requirements, the applicable requirements of Securities Act and the Exchange Act, as and with the case may be, and the applicable rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto and subjectdisclosed therein and, in the case of quarterly the unaudited US-DOCS\100678152.13 financial statements, to normal and recurring year-end adjustments) as permitted by the SEC), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows (and changes in financial position, if any) of BDCO such companies as of the dates thereof or and for the periods presented thereinshown.

SEC Reports and Financial Statements. As of their respective dates orGMHC has filed with the SEC, if amended, as of the date of the last such amendmentand has made available to QL 3000 true and complete copies of, all reports forms, reports, schedules, statements, and other documents required to be filed by BDCO it since December 31, 1997 under the Exchange Act since January 1or the Securities Act of 1933, 2001 as amended (the "Securities Act") (each of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as such documents have been amended since a "GMHC SEC Document"). Each GMHC SEC Document, at the time of their filingfiled, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (ia) 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 (iib) 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. The financial statements (of GMHC and the related notes thereto collectively the "BDCO Financial Statements") its subsidiaries included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, GMHC SEC Documents comply as amended, (to form in all material respects with applicable accounting requirements and with the "BDCO 2000 Form 10-K") published rules and regulations of the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consist consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of quarterly financial the unaudited statements, to normal and normal, recurring year-end audit adjustments) and fairly present the consolidated financial position of GMHC and its subsidiaries as of and at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthen ended.

SEC Reports and Financial Statements. As of their respective dates orBuyer has filed with the Securities and Exchange Commission (the "SEC"), if amended, as of and has heretofore made available to the date of the last such amendmentShareholders true and complete copies of, all reports forms, reports, proxy statements, and other documents required to be filed by BDCO under the Exchange Act it since January June 1, 2001 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "BDCO Buyer SEC Documents"). The Buyer SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (ia) 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 (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, . The consolidated financial statements of Buyer included in the Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and with the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist basis during the periods period involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of quarterly financial statements, the unaudited statements to normal and recurring year-end audit adjustments) and fairly present in all material respects the consolidated financial position of Buyer and the its consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO subsidiaries as of at the dates thereof or and financial position of Buyer and its consolidated subsidiaries as at the dates thereof and set forth in the Buyer SEC Documents and except for the periods presented thereinliabilities and obligations incurred in the ordinary course of business consistent with past practice, there are no material liabilities or obligations of any nature required by GAAP to be set forth on a consolidated balance sheet of Buyer and its subsidiaries or in the notes thereto which individually or in the aggregate, would have a material adverse effect on the financial condition or business of Buyer and its subsidiaries, on a consolidated basis.

SEC Reports and Financial Statements. As Since the Balance Sheet Date, except as set forth on Schedule 12(x) and excluding filings on Form 8-K, Form 3, Form 4 and Form 5, it and each of their respective dates orits Subsidiaries has filed all proxy statements, if amended, as of the date of the last such amendment, all reports and other documents required to be filed by BDCO it under the Exchange Act since January 1Act. The Parent has made available to Laurus: (i) its Annual Report on Form 10-K for its fiscal years ended December 31, 2001 2005; and (ii) its Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, and the Form 8-K filings which it has made during its fiscal years ending December 31, 2006 and 2007 to date (collectively, the “SEC Reports”). Except as such documents have been amended since set forth on Schedule 12(x), each SEC Report was, at the time of their its filing, collectivelyin substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules (and the notes thereto) included therein (i) did not contain in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereundermisleading. The Such financial statements (and the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto and subject, or (ii) in the case of quarterly financial unaudited interim statements, to normal and recurring year-end adjustmentsthe extent they may not include footnotes or may be condensed) and fairly present in all material respects the consolidated financial position and condition, the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for Parent and its Subsidiaries, on a consolidated basis, as of, and for, the periods presented thereinin each such SEC Report.

SEC Reports and Financial Statements. As 3.7.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since July 31, 2009 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment“SEC Reports”). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Borrower with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since June 30, all reports 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Borrower with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Borrower as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Borrower for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.6.1 The Company has delivered or made available to the Purchasers accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the SEC since January 1, as of 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment"SEC Reports"). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 3.6.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As of their respective dates or(a) Since December 31, if amended1994, as of the date of the last such amendmentOld Davel has filed all required forms, all reports and other documents with the SEC required to be filed by BDCO under it pursuant to the Securities Act and the Exchange Act since January 1, 2001 (hereinafter collectively referred to as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsOld Davel Reports"), all of which have complied in all material respects ----------------- with all applicable requirements of the Securities Act and the Exchange Act. (b) None of Old Davel Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (iic) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and changes in financial position (including, without limitation, the related notes thereto collectively the "BDCO Financial Statements"thereto) of Old Davel and its consolidated subsidiaries included in BDCOthe financial statements contained in Old Davel's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 1997 (the "BDCO 2000 Form Old Davel 10-K") and the quarterly reports in Old Davel's Quarterly Report on Form 10-Q for the periods -------------- quarter ended March 31, 2001 and June 30, 2001 1998 (collectively, the "BDCO Form Old Davel 10-QsQ")) present fairly the -------------- consolidated financial position of Old Davel and its consolidated subsidiaries as of their respective dates, have been prepared and the results of consolidated operations and changes in accordance consolidated financial position for the periods then ended, all in conformity with GAAP applied on a consist basis during the periods involved (consistent basis, except as may be indicated in the notes thereto otherwise noted therein, and subject, in the case of quarterly unaudited interim financial statements, statements subject to normal and recurring year-end adjustments) and fairly present the consolidated financial position audit adjustments and the consolidated results absence of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinfootnotes.

SEC Reports and Financial Statements. (a) Except for its annual report on Form 10-K for the year ended July 31, 2004, its quarterly reports on Form 10-Q for the periods ending October 31, 2004, January 31, 2005 and April 30, 2005 (the “Delayed Forms”), each of which reports has now been filed, the Company has timely filed with (i) the Securities and Exchange Commission (the “SEC”) and (ii) any Canadian regulatory authority all forms and documents required to be filed by it since January 1, 2003 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other Canadian Law, including (A) its Annual Reports on Form 10-K for the years ended July 31, 2003 and July 31, 2005, respectively, (B) its Quarterly Reports on Form 10-Q for the periods ended October 31, 2005, January 31, 2006 and April 30, 2006, (C) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Company with the SEC and any Canadian regulatory authority since January 1, 2003. The documents described in clauses (A)-(D) above and the Delayed Forms, in each case as amended (whether filed on or prior to the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of their respective dates or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, all reports and other documents required amendment with respect to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectivelythose disclosures that are amended, the "BDCO Company SEC Documents"), including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. . (b) The financial statements July 31, 2005 consolidated balance sheet of the Company (the “Company Balance Sheet”) and the related notes thereto collectively consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the "BDCO Financial Statements") included related notes, where applicable), as reported in BDCO's the Company’s Annual Report on Form 10-K for the fiscal year ended December July 31, 20002005 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company and its Subsidiaries (including the related notes, where applicable) as of April 30, 2006 and the related (i) unaudited consolidated statements of operations and comprehensive income for the three and nine-month periods then ended and (ii) unaudited consolidated statement of cash flows for the nine-month period then ended (in each case including the related notes, where applicable), as amended, (reported in the "BDCO 2000 Form 10-K") and the quarterly reports Company’s Quarterly Report on Form 10-Q for the periods period ended March 31, 2001 and June April 30, 2001 2006 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of quarterly financial unaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments) and fairly present amount), in all material respects, the consolidated financial position and the consolidated results of operations and operations, cash flows (and changes in financial position, if any) stockholders’ equity of BDCO the Company and its Subsidiaries as of the respective dates thereof or for the respective fiscal periods presented thereintherein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles (“US GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with US GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) Since February 1, 2005, (A) except with respect to the ESPP Options, the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective LTIP Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statements referred to in Section 3.5(b) in accordance with US GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Parent with the SEC since January 31, 2013 and prior to the date hereof (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective dates orfiling dates, if amendedthe Parent SEC Documents complied in all material respects with the requirements of the United States Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the last such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of Parent SEC Documents contained on their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) did not contain filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a Parent SEC Document filed prior to the date of this Agreement (iib) complied in all material respects with the applicable requirements Each of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The consolidated financial statements (and including, in each case, any notes thereto) contained in the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been Parent SEC Reports was prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of quarterly financial unaudited statements, to normal and recurring year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented therein).

SEC Reports and Financial Statements. Parent has delivered or made available to the Company Shareholder a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC (the "Parent SEC Reports"), which constitute all of the documents that the Parent has been required to file with the SEC. As of their respective dates ordates, if the Parent SEC Reports (i) complied in all material respects with the requirements of the Act or the Exchange Act of 1934, as amended, as of the date of the last such amendmentcase may be, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (iii) 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 misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (iiincluding, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31SEC with respect thereto, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP generally accepted accounting principles in the United States applied on a consist consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements) and fairly present (subject, in the case of quarterly the unaudited interim, financial statements, to normal and normal, recurring year-end adjustmentsaudit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent)) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the respective periods presented thereinthen ended.

SEC Reports and Financial Statements. As of their respective dates or(a) Each form, if amendedreport, as of schedule, registration statement, proxy statement, information statement, exhibit and any other document, to the date of the last such amendment, all reports and other documents extent required to be filed in accordance with Applicable Law by BDCO under the Company with the Securities and Exchange Act since January 1, 2001 Commission (the “SEC”) (as such documents have been amended since prior to the time date hereof, the “SEC Reports”), as of its respective date, has complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and was timely filed (except where a valid extension of the filing date was filed and the applicable SEC Report was filed within the period permitted by such extension). None of the SEC Reports, as of their filingrespective dates, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) 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 misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. (b) The consolidated financial statements of the Company included in such SEC Reports and (ii) complied any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consist consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects (subject, in the case of quarterly the unaudited interim financial statements, to normal and normal, recurring year-year end adjustmentsadjustments none of which are or will be material in amount, individually or in the aggregate) and fairly present the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinthen ended. (c) The Company does not 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 the Company. The Company has no Knowledge of any circumstance, condition, event or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. As 2.5.1 The Company has delivered or made available to the Creditor accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement and definitive proxy statement filed by the Company with the SEC since January 1, as of 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the date of the last such amendment"SEC Reports"). All statements, all reports reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 2.5.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As 3.7.1 The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedregistration statement, as of and definitive proxy statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since January 18, 2005 (collectively, with all reports information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain 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 Act of 1934, as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial 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 adjustmentsaudit 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 of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company and its consolidated subsidiaries for the periods presented thereincovered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

SEC Reports and Financial Statements. As (a) Each of the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009 and June 30, 2009 and all Current Reports on 8-K filed with the SEC since January 1, 2009 (collectively, the “SEC Reports”), as of their respective dates or(and, if amendedamended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Exchange Act and the rules and regulations thereunder. None of the SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been amended since the time of their filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein (i) did not contain contained any untrue statement of a material fact or omit to state omitted a material statement of a fact required to 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 misleading, other than facts that did not have, or would not, individually or in the aggregate, reasonably be expected to have, a material adverse effect on the business or operations of the Company. (iib) complied The consolidated financial statements of the Company included in such SEC Reports (the “Financial Statements”) comply as to form in all material respects with the applicable accounting requirements of the Exchange Act, as the case may be, and the applicable with published rules and regulations thereunder. The financial statements (and of the related notes thereto collectively the "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs")SEC with respect thereto, have been prepared in accordance with GAAP applied on a consist basis during the periods involved (except as may be indicated in the notes thereto thereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q under the Securities Exchange Act) and fairly present in all material respects, subject, in the case of quarterly the unaudited interim financial statements, to normal the absence of complete notes and recurring normal, year-end adjustments) and fairly present , the consolidated financial position of the Company and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO its subsidiaries as of the dates thereof thereof. (c) Without limiting the generality of the foregoing, (i) no executive officer of the Company has failed in any respect to make the certifications required of him or for her under Section 302 or 906 of the periods presented thereinS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any SEC Reports and (ii) no enforcement action has been initiated, or to the knowledge of the Company threatened, against the Company or any of its directors or executive officers by the SEC relating to disclosures contained in any SEC Report.

SEC Reports and Financial Statements. As of their respective dates or(a) Since December 31, if amended1994, as of the date of the last such amendmentOld Davel has filed all required forms, all reports and other documents with the SEC required to be filed by BDCO under it pursuant to the Securities Act and the Exchange Act since January 1, 2001 (hereinafter collectively referred to as such documents have been amended since the time of their filing, collectively, the "BDCO SEC DocumentsOld Davel Reports"), all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. (b) None of Old Davel Reports, including, without limitation, any financial statements or schedules included therein (i) did not contain therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (iic) complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and changes in financial position (including, without limitation, the related notes thereto collectively the "BDCO Financial Statements"thereto) of Old Davel and its consolidated subsidiaries included in BDCOthe financial statements contained in Old Davel's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, 1997 (the "BDCO 2000 Form Old Davel 10-K") and the quarterly reports in Old Davel's Quarterly Report on Form 10-Q for the periods quarter ended March 31, 2001 and June 30, 2001 1998 (collectively, the "BDCO Form Old Davel 10-QsQ")) present fairly the consolidated financial position of Old Davel and its consolidated subsidiaries as of their respective dates, have been prepared and the results of consolidated operations and changes in accordance consolidated financial position for the periods then ended, all in conformity with GAAP applied on a consist basis during the periods involved (consistent basis, except as may be indicated in the notes thereto otherwise noted therein, and subject, in the case of quarterly unaudited interim financial statements, statements subject to normal and recurring year-end adjustments) and fairly present the consolidated financial position audit adjustments and the consolidated results absence of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or for the periods presented thereinfootnotes.

SEC Reports and Financial Statements. As 3.7.1 The Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of their respective dates orexhibits) of each report, if amendedquarterly report, as of annual report, current report, registration statement, and definitive proxy statement or information statement filed by the date of Company with the last such amendmentUnited States Securities and Exchange Commission (“SEC”) since December 31, all reports 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to be have been filed by BDCO under the Exchange Act since January 1, 2001 (as such documents Company with the SEC have been amended since so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of their this Agreement, then on the date of such filing, collectively, the "BDCO SEC Documents"), including, without limitation, any financial statements or schedules included therein ): (i) did not contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC 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 and misleading. 3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act, as the case may be, and the applicable published rules and regulations thereunder. The financial statements of the SEC applicable thereto at the time of filing and as of the date of each Closing; (and the related notes thereto collectively the "BDCO Financial Statements"ii) included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "BDCO Form 10-Qs"), have been were prepared in accordance with GAAP applied on a consist consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto and subjectto such financial statements and, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsaudit 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 of the Company as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of BDCO as of the dates thereof or Company for the periods presented thereincovered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.