Common use of Commission Documents, Financial Statements Clause in Contracts

Commission Documents, Financial Statements. Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the all Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and and, to the Form 8-K and Form 10-K knowledge of the Company, the Commission Documents at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form and substance in all material respects with applicable accounting requirements set forth in GAAP and GAAS and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles GAAP and GAAS applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is in compliance with all applicable state securities laws and regulations (“Blue Sky Laws”).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Form 10-KSB, Form 10-QSB or on Schedule 2.1(f) hereto, since June 30, 2002, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since June 30, 2002. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the SEC Documents or on SCHEDULE 3.1(F) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1998. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such documents, and and, as of their respective dates, none of the Form 8-K and Form 10-K did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and since March 31, 2000, the Company has timely filed all reports, schedules, forms, statements Commission Documents. The Company has made available to the Purchaser true and other documents required to be complete copies of the Commission Documents filed by it with the Commission pursuant since March 31, 2000 and prior to the reporting requirements of Closing Date. The Company has not provided to the Securities Exchange Act of 1934Purchaser any information which, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred according to herein as the “Commission Documents”). At the times of their respective filingsapplicable law, the Form 8-K filed by Parent with the Commission on November 8rule or regulation, 2010, as amended should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 1999 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and said Form 10-K as of the date filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent has timely filed all reports(i) The Subscribers have received or have had access to each statement, schedulesreport, formsregistration statement, statements definitive proxy statement, and other documents required to be filings (including exhibits, supplements and schedules thereto) filed by it with the Commission pursuant to by the reporting requirements of the Securities Exchange Act of 1934Company since January 1, as amended 2005 (collectively, the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission SEC Documents”). At the times As of their respective filingsfiling dates (except to the extent corrected by a subsequently filed SEC Document), the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules Securities Act, and regulations none of the Commission promulgated thereunder, and the Form 8-K and Form 10-K did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. As The financial statements of their respective datesthe Company, including the notes thereto, included in the SEC Documents, and the financial statements of Parent the Company as of December 31, 2007, including the notes thereto, (the “2007 Annual Financial Statements”), true and Buyer included correct copies of which have been delivered or made available to the Subscribers (collectively, the “Company Financial Statements”) were complete and correct in all material respects as of their respective dates (except to the Commission Documents extent corrected by a subsequently filed SEC Document), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission. Such financial statements Commission with respect thereto as of their respective daters, and have been prepared in accordance with generally accepted accounting principles GAAP applied on a basis consistent basis during throughout the periods involved indicated (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form lO-Q, to as permitted by Form 10-Q of the extent they may not include footnotes or may be condensed or summary statementsCommission), and . The Company Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of Parent the Company and its subsidiaries as of at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (ii) The notes to the 2007 Annual Financial Statements contain a true, accurate and complete description of all of the Company’s long-term debt obligations including their respective dates of maturity, and there is no default with respect to any of such obligations. (iii) All of the Company’s and each of its subsidiaries’ accounts payable are current and not past due.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Each Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K Commission Documents did not not, as of their respective filing dates, 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, since December 31, 2005, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to each of the Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 2005. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2008 (the “Form 10-K”, and together with any other report, schedule, form, statement or other document filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act subsequent to the filing of the Form 10-K and prior to the date of this Agreement, the “Public Filings”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionSEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”"COMMISSION DOCUMENTS"). At The Company has maintained all requirements for the times continued listing or quotation of their respective filingsits Common Stock, and such Common Stock is currently listed or quoted on the Form 8-K Nasdaq National Market. The Company has made available to the Investor true and complete copies of the Commission Documents filed by Parent with the Commission on November 8since December 31, 20102001 and prior to the Closing Date. The Company has not provided to the Investor any information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (togetherthis Agreement. As of its date, the “Form 8-K”) and Parent’s Company's Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 2001 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and the Form 8-K and incorporated by reference therein, such Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission since December 31, 2001 complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of , except such that, individually or in the foregoing including filings incorporated by reference therein being referred aggregate, the noncompliance therewith would not have or reasonably be expect to herein as the “Commission Documents”)have a Material Adverse Effect. At the times of their respective filings, all of the Form 8-K aforementioned reports, schedules, forms, statements and other documents required to be filed by Parent it with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-KCommission Documents”) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or year-end adjustments or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the SEC Documents or on SCHEDULE 3.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1998. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such documents, and and, as of their respective dates, none of the Form 8-K and Form 10-K did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has during at least the two (2) years preceding the date hereof timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times of their respective filings, the Form 810-K filed by Parent with QSB for the Commission on November 8fiscal quarters ended March 31, 20102004, as amended by the Form 8-K/A filed by Parent with the Commission on November 15June 30, 2010 2004 and September 30, 2004 (togethercollectively, the “Form 8-K”) and Parent’s "Form 10-K QSB") and the Form 10-KSB for the fiscal year ended September 30December 31, 2010 2003 (the “"Form 10-K”KSB") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-K QSB and Form 10-K KSB at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (for the “Exchange Act”) two years preceding the date hereof (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended August 31, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2013 (together, the “Form 810-KQ”) and Parent’s the Form 10-K for the fiscal year ended September 30February 28, 2010 2013 (the “Form 10-K”) ), complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent For the two year period preceding the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act and pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”)) and such filings were made on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. At the times time of their the respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 810-K/A filed by Parent with ’s and the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for Q’s filed during the fiscal two year ended September 30, 2010 (period preceding the “Form 10-K”) date hereof complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents. As of their respective dates, the Commission Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Form 8-K and Form 10-K did not contain Commission Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents (the “Financial Statements”) complied as of their respective filing dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times time of their respective filingsits filing, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended September 30, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2002 (together, the “Form 810-KQ”) and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2001, as amended prior to the date of this Agreement (as so amended, the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, except as disclosed on Schedule 2.1(f) , the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarters ended March 31, 2010June 30 and September 30, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2008 (togethercollectively, the “Form 810-KQ”) and Parent’s the Form 10-K KSB for the fiscal year ended September 30December 31, 2010 2007 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and and, to the Knowledge of the Company, the Form 810-K Q and Form 10-K at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and except as disclosed in the Registration Statement, the Commission Documents or the Commission Filings, as of the date hereof the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchaser true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since December 31, 20101999 and prior to the Closing Date. The Company has not provided to the Purchaser any information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 1999 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and said Form 10-K 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings information incorporated by reference therein being referred to herein as the “Commission Documents”). At During the times of their respective filingstwo years prior to the date hereof, the Form 8-K Company has timely filed all Commission Documents (all Commission Documents filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by Parent with the Commission on November 8, 2010, reference therein being hereinafter referred to as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-KPublic Filings”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents. The Public Filings, the Registration Statement, and the Form 8-K Prospectus did not, as of their respective dates (and Form 10-K did not at the time of filing of any applicable Prospectus Supplement will not), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents Public Filings complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchasers. At the times time of their the respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 810-K/A filed by Parent with ’s and the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Q’s complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents. As of their respective filing dates, none of the Form 8-K and Form 10-K did not contain K’s or Form 10-Q’s contained any untrue statement of a material fact or omit fact; and none 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and since June 1, 2007 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At Except as previously disclosed to the times Investor in writing, since June 1, 2007 the Company has maintained all requirements for the continued listing or quotation of their respective filingsits Common Stock, and such Common Stock is currently listed or quoted on the Form 8-K NASDAQ Global Market. The Company has made available (including through the Commission’s XXXXX filing system) to the Investor true and complete copies of the Commission Documents filed by Parent with the Commission on November 8since June 1, 20102007 and prior to the Closing Date. The Company has not provided to the Investor any information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (togetherthis Agreement. As of its date, the “Form 8-K”) and ParentCompany’s Annual Report on Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 2007 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, to the Form 8-K and Company’s Knowledge such Annual Report on Form 10-K 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. As of their respective dates, to the Company’s Knowledge the financial statements statements, together with the related notes and schedules thereto, of Parent and Buyer the Company included in the Commission Documents filed with the Commission since June 1, 2007 complied as to form and substance in all material respects with all applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position condition of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (b) The Company has timely filed with the Commission and made available to the Investor via XXXXX or otherwise all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. As used in this Section 4.6(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission.

Commission Documents, Financial Statements. Parent The common stock of the Seller (the "Common Stock") is registered pursuant to Section 12(g) of the Exchange Act, and the Seller has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) "SEC Documents"), and the Seller has filed with the SEC its Form 10-KSB for the year ended December 31, 2001 (all of the foregoing Seller's SEC Documents, including filings incorporated by reference therein being therein, herein referred to herein as the “"Commission Documents”"). At the times of their respective filings, the Form 8-K filed by Parent with the The Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K did do not contain any material untrue statement of a material fact or omit to state a material fact materially 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 materially misleading. As of their respective dates, the The financial statements of Parent and Buyer the Seller included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionSEC applicable thereto or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Seller as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since March 31, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). The Company has delivered or made available to each of the Purchasers true and complete copies of the Commission Documents filed with the Commission since March 31, 2004. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934since January 1, as amended (the “Exchange Act”) 2001 (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “"Commission Documents”"). Neither the Company nor any authorized agent acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that the Company believes constitutes material, non-public information, and the Company shall not at any time hereafter provide any of the Purchasers with any such information unless such Purchaser shall have provided advance written consent thereto. The Company understands and confirms that the Purchasers will rely on the foregoing representation and covenant in effecting transactions in securities of the Company. At the times time of their respective filingsits filing, the Form 8-K filed by Parent with the Commission Company's Quarterly Report on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K Q for the fiscal year quarter ended September 30March 31, 2010 2003 (the “"Form 10-K”Q") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-Q did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time of its filing, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and, at the time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents Form 10-Q and Form 10-K complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Except as indicated on Schedule 3.6, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). Parent has delivered or made available to NovaRay (through the EXXXX system or otherwise) true and complete copies of the Commission Documents. Parent has not provided to NovaRay any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by Parent but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) has complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 8-K and Form 10-K did not contain Commission Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer included in the Commission Documents complied (collectively, the “Parent Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements Parent Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements Parent Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statementsfootnotes), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934other than its Annual Report on Form 10-K for the year ended December 31, as amended 2011 filed with the Commission on March 30, 2012 (the “Exchange Act2012 10-K”) which due to the failure of Bxxxxx & Co. to follow proper partner rotation procedures resulted in the withdrawal of Bxxxxx & Co.’s audit opinion included in the 2012 10-K and the Company being unable to rely upon such audit opinion. (the foregoing materials exclusive of the 2012 10-K but inclusive of Company’s annual report on Form 10-K/A for the year ended December 31, 2011 filed with the Commission on May 11, 2012 and all of the foregoing including filings exhibits to all such materials and the documents incorporated by reference therein being collectively referred to herein as the “Commission SEC Documents”). At the times of their respective filingsfiling, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) all SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. At the times of their respective filings, such reports, schedules, forms, statements and the Form 8-K and Form 10-K other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company has timely filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the Commission Exchange Act, including pursuant to the reporting requirements of the Securities Exchange Act of 1934Section 13(a) or 15(d) thereof, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 12 months preceding the date hereof on a timely basis. Each such documents and any document incorporated into any Registration Statement (the “Form 10-K”as defined below) complied complies or will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and none of such documents, when filed by the Form 8-K and Form 10-K did not contain Company, 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. As of their respective dates, the financial statements of Parent and Buyer included Except as otherwise disclosed in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except Documents, (i) as may since December 31, 2008,the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be otherwise indicated reflected in such the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the notes thereto Commission, (C) liabilities incurred in connection with events disclosed in the Company Information, and (D) other liabilities that would not, individually or in the aggregate, result in a Company Material Adverse Effect; (ii) the Company has not altered its critical accounting policies from those disclosed in the case Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 10-K”); (iii) since December 31, 2008, the Company has not declared or made any dividend or distribution of unaudited interim statementscash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except with respect to the extent they may one-time option exchange offer completed by the Company on June 9, 2009; and (iv) since December 31, 2008, the Company has not include footnotes issued any equity securities to any officer, director or may affiliate of the Company, except pursuant to existing Company stock incentive or purchase plans. The Company does not have pending before the Commission any request for confidential treatment of information or documents. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company believe that its creditors intend to initiate involuntary bankruptcy proceedings. The Company, after giving effect to the transactions contemplated hereby, will not be condensed or summary statementsInsolvent (as defined below). For purposes of this Section 4.7, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 4.8), (ii) the Company is unable to pay its debts and fairly present in all material respects liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, or (iii) the financial position of Parent and Company intends to incur or believes that it will incur debts that would be beyond its subsidiaries ability to pay as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)such debts mature.

Commission Documents, Financial Statements. Parent (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, during the past twelve (12) months, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At . (b) As of its date, each Commission Document filed within the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 past twelve (together, the “Form 8-K”12) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) months complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and the Form 8-K and Form 10-K did not contain incorporated by reference therein, no such Commission Document 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve (12) months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Common Stock is currently listed or quoted on the Nasdaq Global Select Market. The Company is not in violation of the listing requirements of Nasdaq and has no Knowledge of any facts that would reasonably lead to delisting or suspension of its Common Stock from the Nasdaq Global Select Market in the foreseeable future.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has not provided to the times of their respective filingsPurchaser any information which, the Form 8-K filed by Parent with the Commission on November 8according to applicable law, 2010rule or regulation, as amended should have been disclosed publicly by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Company but which has not been so disclosed. The Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 1999, as of its date of filing, complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and the Form 8-K local laws, rules and regulations applicable to such document, and, as of its date, such Form 10-K 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and since January 1, 2009 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the filing requirements of the Securities Act of 1933, as amended or the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At The Registration Statement, at the times of their respective filingsdate hereof, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K did does 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. The Prospectus, at the time of filing of any applicable Prospectus Supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included or incorporated by reference in the Commission Documents Registration Statement and the Prospectus complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarters ended March 31, 2010June 30, as amended by the Form 8-K/A filed by Parent with the Commission on November 15and September 30, 2010 2008 (togethercollectively, the “Form 810-KQ”) and Parent’s the Form 10-K KSB for the fiscal year ended September 30December 31, 2010 2007 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and and, to the Knowledge of the Company, the Form 810-K Q and Form 10-K at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). The Company has delivered or made available to the Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 2001. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times time of their respective filingsits filing, the Form 810-K filed by Parent with Q for the Commission on November 8period ended December 31, 2010, as amended by 2001 (the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s "Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”Q") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K Q 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”") (all of the foregoing including filings filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the “Commission "SEC Documents”"). At the times As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to the SEC Documents, and none of the Form 8-K and Form 10-K did not contain SEC Documents (as amended) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include exclude footnotes or may be condensed or summary statements), ) and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer and referred to in Section 3(d) of this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. During the two year period preceding the Closing Date, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingsfiling, the Form 8Forms 10-K filed by Parent with Q for the Commission on November 8fiscal quarters ended March 31, 20102004 and June 30, as amended by 2004, respectively (the Form 8"Forms 10-K/A filed by Parent with Q"), and the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2003 (the “"Form 10-K”") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and the Form 8local laws, rules and regulations applicable to such documents. The Forms 10-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Any "off-balance sheet" transactions to which the Company is a party are reflected in the notes to such financial statements.

Commission Documents, Financial Statements. Parent The Common Stock of the ----------------------------------------- Company is currently reported on the OTC Bulletin Board and is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all reports, ------------- schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “"Commission Documents”"). At the times of their respective filings, the Any form 10-QSB and Form 8-------------------- 10-K filed by Parent with the Commission on November 8, 2010, as amended KSB filings made by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K did Company do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ---- (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the unaudited financial statements included in the form 10-QSB for the Company for the quarterly period ended September 30, 2005 (subject to normal year end adjustments and the addition of footnotes) or as set forth in Schedule 2.1(g), the Company has no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Registration Statement, or the Commission Documents or the Commission Filings, as of the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchaser true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since December 31, 20101999 and prior to the Closing Date. The Company has not provided to the Purchaser any information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 1999 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and the Form 8-K local laws, rules and regulations applicable to such document, and, as of its date, such Form 10-K 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent Xxxxxxx has timely filed all reportsmade available to Concept a true and complete copy of each statement, schedulesreport, formsregistration statement, statements definitive proxy statement and other filings filed with the Commission by Xxxxxxx since May 15, 1996; and, prior to the Effective Time, Xxxxxxx will have made available to Concept any additional documents filed with the Commission by Xxxxxxx prior to the Effective Time (collectively, the "Xxxxxxx Commission Documents"). In addition, Xxxxxxx has made available to Concept all exhibits to the Xxxxxxx Commission Documents filed prior to the date hereof, and will promptly make available to Concept all exhibits to any additional Xxxxxxx Commission Documents filed prior to the Effective Time. All documents required to be filed by it with the Commission pursuant as exhibits to the reporting requirements Xxxxxxx Commission Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Xxxxxxx nor any of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”)its subsidiaries is in default thereunder. At the times As of their respective filingsfiling dates, the Form 8-K filed by Parent with the Xxxxxxx Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) complied Documents compiled in all material respects with the requirements of the Exchange Act and the rules Securities Act, and regulations none of the Xxxxxxx Commission promulgated thereunder, and the Form 8-K and Form 10-K did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Xxxxxxx Commission Document prior to the date hereof. As The financial statements of Xxxxxxx, including the notes thereto, included in the Xxxxxxx Commission Documents (the "Xxxxxxx Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of Parent and Buyer included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission. Such financial statements Commission with respect thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they may not include footnotes or may be condensed or summary statements), and Commission. The Xxxxxxx Financial statements fairly present in all material respects the consolidated financial position condition and operating results of Parent Xxxxxxx and its subsidiaries as of at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). There has been no change in Xxxxxxx accounting policies except as described in the notes to the Xxxxxxx Financial Statements. Xxxxxxx has filed in a timely manner all reports required to be filed with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act during the 12 calendar months prior to the date hereof.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has during at least the two (2) years preceding the date hereof timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times of their respective filings, the Form 810-K filed by Parent with QSB for the Commission on November 8fiscal quarters ended March 31, 20102005, as amended by the Form 8-K/A filed by Parent with the Commission on November 15June 30, 2010 2005 and September 30, 2005 (togethercollectively, the “Form 8-K”) and Parent’s "Form 10-K QSB") and the Form 10-KSB for the fiscal year ended September 30December 31, 2010 2004 (the “"Form 10-K”KSB") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-K QSB and Form 10-K KSB at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Company has delivered or made available to the times Purchasers true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since December 31, 20102000. The Company has not provided to the Purchasers any material non-public information or other information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of its filing, the Company’s Quarterly Report on Form 810-Q for the fiscal quarter ended March 31, 2003 (the “Form 10-Q”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 10-Q did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time of its filing, the Company’s Annual Report on Form 10-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2002 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the Form 8-K and time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent IDEH Common Stock is currently registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and IDEH has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form Any form 10-K for the fiscal year ended September 30Q, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K did filings made by IDEH (collectively, “IDEH Financial Statements”) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer IDEH Financial Statements included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements The IDEH Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements the IDEH Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent IDEH and its subsidiaries Heights 63 as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed on in the unaudited financial statements included in the form 10-Q for IDEH for the quarterly period ended March 31, 2011 (subject to normal year end adjustments and the addition of footnotes), IDEH has no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) which exceed $2,500. IDEH is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder that are effective as of the Closing Date.

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (for the “Exchange Act”) two years preceding the date hereof (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended August 31, 20102013, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 810-KQ”) and Parent’s the Form 10-K for the fiscal year ended September 30February 28, 2010 (the 2013,(the “Form 10-K”) ), complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Company has delivered or made available (through the times SEC XXXXX website) to the Purchasers true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since June 3, 2010. The Company has not provided to the Purchasers any material non-public information or other information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of its filing, the Company’s Quarterly Report on Form 810-K/A filed by Parent with Q for the Commission on November 15fiscal quarter ended May 31, 2010 2014 (together, the “Form 810-KQ”) complied in all material respects with the requirements of the Exchange Act and Parentthe rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 10-Q did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time of its filing, the -4- Company’s Annual Report on Form 10-K for the fiscal year ended September 30February 28, 2010 2014 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the Form 8-K and time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since September 9, 2003, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). The Company has delivered or made available to each of the Purchasers true and complete copies of the Commission Documents filed with the Commission since September 9, 2003. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Form 8-K filed by Parent with and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 8-K and the Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times time of their respective filingsits filing, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended June 30, 2010, as amended by 2002 (the "Form 810-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”Q") and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2001, as amended prior to the date of this Agreement (as so amended, the “"Form 10-K”") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of Evergreen is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Evergreen has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times time of their respective filingsthe filing, except for prior errors or omissions contained in Commission Documents at the Form 8-K filed by Parent time of filing, all of which have been corrected and refiled with the Commission on November 8as of the date hereof, 2010and then at the time of refiling, as amended by the Form 8-K/A filed by Parent with the each Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K and Form 10-K did Commission Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, except for financial statements of Evergreen that have been restated and refiled with the Commission prior to the date hereof, and then as of the date of such restatement, the financial statements of Parent and Buyer Evergreen included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements, or if restated prior to the date hereof, such restated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent Evergreen and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since December 31, 2002, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 2002. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for and the fiscal year ended September 30, 2010 (the “Form Forms 10-K”) Q complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other Federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Forms 10-K and the Form 8-K and Form 10-K did not contain Q 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent has (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements Commission Documents. The Company has delivered or made available (by filing on the Commission’s electronic data gathering and other documents required retrieval system (“XXXXX”) to be the Investor true and complete copies of the Commission Documents filed by it with the Commission pursuant prior to the reporting requirements of the Securities Exchange Act of 1934Effective Date (including, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingswithout limitation, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “2005 Form 10-K”) and has delivered or made available (by filing on XXXXX) to the Investor true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as applicable, and the other federal, state and local laws, rules and regulations applicable to it, and, as of the its filing date, such Commission promulgated thereunder, and the Form 8-K and Form 10-K Document 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. As of their respective datesEach Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall 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. (b) The financial statements statements, together with the related notes and schedules, of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the CommissionCommission and all other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position condition of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Company has timely filed with the Commission and made available (by filing on XXXXX) to the Investor all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the timely and accurate preparation of the Company’s Commission filings and other public disclosure documents. As used in this Section 4.6(c), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission. (d) Xxxxx Xxxxxxxx LLP, who have expressed their audit opinions on the Company’s audited financial statements and related schedules included or incorporated by reference in the Registration Statement and the Base Prospectus is, with respect to the Company, an independent registered public accounting firm as required by the rules of the Public Company Accounting Oversight Board.

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including materials filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Common Stock is currently listed or quoted on the times Nasdaq Market. The Company is not in violation of their respective filingsthe listing requirements of the Nasdaq Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common stock from the Nasdaq Market in the foreseeable future. As of its date, each Commission Document filed within the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 past twelve (together, the “Form 8-K”12) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) months complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document within the Form 8-K and Form 10-K did not contain past twelve (12) months 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve (12) months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At As of its date, each Commission Document filed within the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 past twelve (together, the “Form 8-K”12) and Parent’s Form 10-K months for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 2017 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document within the Form 8-K and Form 10-K did not contain past twelve (12) months 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Company’s Common Stock is currently listed or quoted on the times Nasdaq Global Select Market (“Nasdaq”). The Company is not in violation of their respective filingsthe listing requirements of Nasdaq and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common stock from Nasdaq in the foreseeable future. As of its date, each Commission Document filed within the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 past twelve (together, the “Form 8-K”12) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) months complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document within the Form 8-K and Form 10-K did not contain past twelve (12) months contained 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve (12) months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times of their respective filingsfiling, the Form 8Forms 10-K filed by Parent with Q for the Commission on November 8fiscal quarters March 31, 20102003, as amended by June 30, 2003 and September 30, 2003 (the Form 8"Forms 10-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”Q") and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2002 (the “"Form 10-K”") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8Forms 10-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times of their respective filings, the Form 810-K filed by Parent with QSB for the Commission on November 8fiscal quarters ended June 30, 20102004, as amended by the Form 8-K/A filed by Parent with the Commission on November 15March 31, 2010 2004 and September 30, 2003 (togethercollectively, the “Form 8-K”) and Parent’s "Form 10-K QSB") and the Form 10-KSB for the fiscal year ended September 30December 31, 2010 2003 (the “"Form 10-K”KSB") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-K QSB and Form 10-K KSB at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingsfiling, the Form 8-K filed by Parent with the Commission on November 8all such reports, 2010schedules, as amended by the Form 8-K/A filed by Parent with the Commission on November 15forms, 2010 (together, the “Form 8-K”) statements and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) other documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. At the times of their respective filings, such reports, schedules, forms, statements and the Form 8-K and Form 10-K other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, except as disclosed on Schedule 5.7 hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarters ended June 30, 20102008 and March 31, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2008 (togethercollectively, the “Form 810-KQ”) and Parent’s the Form 10-K KSB for the fiscal year ended September 30December 31, 2010 2007 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and and, to the Knowledge of the Company, the Form 810-K Q and Form 10-K at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).. 4416103v.8

Commission Documents, Financial Statements. Parent The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Company’s Common Stock is currently listed or quoted on the times NASDAQ Capital Market. The Company is not in violation of their respective filingsthe listing requirements of the NASDAQ Capital Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common stock from NASDAQ in the foreseeable future. As of its date, each Commission Document filed within the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 past twelve (together, the “Form 8-K”12) and Parent’s Form 10-K months for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 2013 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document within the Form 8-K and Form 10-K did not contain past twelve (12) months contained 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times time of their respective filingsits filing, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2006 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K most recently filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”, and together with any other report, schedule, form, statement or other document filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act subsequent to the filing of the Form 10-K and prior to the Closing Date, the “Public Filings”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K Public Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionSEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and since March 31, 2000, the Company has timely filed all reports, schedules, forms, statements Commission Documents. The Company has delivered or made available to the Purchaser true and other documents required to be complete copies of the Commission Documents filed by it with the Commission pursuant since March 31, 2000 and prior to the reporting requirements of Closing Date. The Company has not provided to the Securities Exchange Act of 1934Purchaser any information which, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred according to herein as the “Commission Documents”). At the times of their respective filingsapplicable law, the Form 8-K filed by Parent with the Commission on November 8rule or regulation, 2010, as amended should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K for the fiscal year ended September 30March 31, 2010 (the “Form 10-K”) 2000 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder (other than with respect to any document described in such Form 10-K but not filed by the Company as an Exhibit thereto in the good faith belief that such filing was not required), and the Form 8-K and said Form 10-K 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed in the Form 10-KSB, Form 10-QSB or on Schedule 2.1(f) hereto, since September 30, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since September 30, 2004. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and except as set forth on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At Except as set forth on Schedule 2.1(f) hereto, at the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2006 (the “Form 10-K”) and each subsequently filed Form 10-Q (collectively, the "Form 10-Q") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K Q and Form 10-K 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. As Except as set forth on Schedule 2.1(f) hereto, as of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. The Common Stock is registered pursuant to Section 12 of the Exchange Act. During the period since the registration of the Parent Common Stock pursuant to the Exchange Act, the Parent has timely filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Commission SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , the Securities Act and the rules and regulation promulgated thereunder and the Xxxxxxxx-Xxxxx Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingsfiling, the Form 8-K filed by Parent with the Commission on November 8all such reports, 2010schedules, as amended by the Form 8-K/A filed by Parent with the Commission on November 15forms, 2010 (together, the “Form 8-K”) statements and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) other documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunder. At the times of their respective filings, such reports, schedules, forms, statements and the Form 8-K and Form 10-K other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Parent and Buyer included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionSEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent permitted by the rules and regulations of the Commission or the applicable form, they may not include footnotes footnotes, which were not or are not expected to be, as applicable, material, individually or in the aggregate, or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Parent and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, which were not or are not expected to be, as applicable, material, individually or in the aggregate). Except for matters reflected or reserved against on the balance sheet of the Parent as of the end of the fiscal quarter ended on September 30, 2012, neither the Parent nor any Subsidiary have any liabilities or obligations of any nature that would be required under United States generally accepted accounting principles to be reflected on a consolidated balance sheet of the Parent and its consolidated Parent Subsidiaries or in the notes thereto, except for obligations that (y) were incurred since September 30, 2012 and in the ordinary course of business consistent with past practice, or (z) would not, individually, or in the aggregate, reasonably be expected to be material to the Parent and its Subsidiaries taken as a whole.

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all material reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “"Commission Documents”"). The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable federal securities law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times time of their respective filingsits filing, the Form 8-K filed by Parent with the Commission Company's Quarterly Report on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K Q for the fiscal year quarter ended September 30March 31, 2010 2009 (the “"Form 10-K”Q") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-Q did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time of its filing, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the "Form 10-K") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and, at the time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents Form 10-Q and Form 10-K complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and since December 31, 1999 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”"COMMISSION DOCUMENTS"). At The Company has delivered or made available to the times Purchaser true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since December 31, 20101999 and prior to the Closing Date. The Company has not provided to the Purchaser any information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 1999 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and said Form 10-K 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, including material filed pursuant to Section 13(a) or 15(b) for the period of at least twelve calendar months prior to the date of this Agreement (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since June 1, 1996. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission Company's Annual Report on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K KSB for the fiscal year ended September 30May 31, 2010 1997 (the “"Form 10-K”KSB") and its Quarterly Reports on Form 10-QSB for the periods ended August 31, 1997, November 30, 1997 and February 28, 1998 (the "Forms 10-QSB") complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal and state laws, rules and regulations applicable thereto, and, as of their respective dates, none of the Form 8-K and Form 10-K did not contain KSB and the Forms 10-QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied Form 10- KSB and the Forms 10-QSB comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), ) and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of ------------------------------------------ the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed ------------ on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, --------------- forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made -------------------- available to the times Purchasers true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since March 31, 20102001. The Company has not provided to the Purchasers any material non-public information or other information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K QSB for the fiscal year quarter ended September 30March 31, 2010 2001 (the “"Form 10-K”QSB") complied in all ----------- material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K 10- QSB did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods ---- involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and during the past twelve months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein and any amendments thereto, being referred to herein as the “Commission Documents”). At The Company is not in violation of the times listing requirements of their respective filingsthe NASDAQ Capital Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common stock from NASDAQ in the foreseeable future. As of its date, each Commission Document filed within the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) past twelve months complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, to the Form 8-K and Form 10-K did not contain Company’s knowledge no such Commission Document filed within the past twelve months 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. As of their respective dates, to the Company’s knowledge the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the ------------------------------------------ Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the SEC Documents or on Schedule 3.1(f) hereto, the Company has timely filed all --------------- reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchasers true and complete copies of the Commission Documents filed with the Commission since November 2, 1999. The Company has not provided to the Purchasers any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such documents, and and, as of their respective dates, none of the Form 8-K and Form 10-K did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and except as set forth on Schedule 2.1(f), the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to the Purchasers true and complete copies of the latest Commission Documents filed with the Commission. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times time of their respective filingsits filing, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is currently registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 10-KSB and the Form 10-QSBs and the current report on Form 8-K that is required to be and shall be filed by Parent with the Commission on November 8, 2010, as amended Company within four business days after the Closing Date to disclose the transactions contemplated hereby and under the other Transaction Documents and the transactions contemplated by the Form 8-K/A filed by Parent with Share Exchange Agreement and the Commission on November 15, 2010 Entrustment Agreements(as defined in Section 2.1(dd) hereof) (together, the “Form 8-K”) and Parent’s ), complied and, in the case of the Form 10-K for the fiscal year ended September 30, 2010 (the “Form 108-K”) complied , will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of respective dates, neither the Form 10-KSB nor the Form 10-QSB contained or, in the case of the Form 8-K and Form 10-K did not K, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Kamick Financial Statements (as defined in Section 4.2(t) hereof) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The Kamick Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present in all material respects, the financial conditions and results of Kamick has defined in Section 4.2(t) hereof and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchasers true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since September 30, 20102000. The Company has not provided to the Purchasers any material non-public information or other information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s this Agreement. The Form 10-K QSB for the fiscal year quarter ended September 30, 2010 2000 (the “"Form 10-K”QSB") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and the Form 8-K local laws, rules and regulations applicable to such documents, and Form 10-K QSB did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since September 30, 2003, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 2002. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act. During the two year period preceding the First Tranche Closing Date, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission SEC Documents”). At the times of their respective filingsfiling, the Form 8-K filed by Parent with the Commission on November 8all such reports, 2010schedules, as amended by the Form 8-K/A filed by Parent with the Commission on November 15forms, 2010 (together, the “Form 8-K”) statements and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) other documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. At the times of their respective filings, such reports, schedules, forms, statements and the Form 8-K and Form 10-K other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, the Company meets the “registrant eligibility” requirements set forth in the general instructions to Form S-3 to enable the registration of its Common Stock. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). 3.6 Accountants. Xxxxxxxx and Company, Inc. (formerly Xxxxxxxx and Company, P.C.) whose report on the financial statements of the Company is filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, were, at the time such report was issued, independent registered public accountants as required by the Securities Act of 1933 and the rules and regulations promulgated thereunder (together, the “Securities Act”). Except as described in the SEC Documents and as preapproved in accordance with the requirements set forth in Section 10A of the Exchange Act, to the Company’s knowledge, Xxxxxxxx and Company, Inc. has not engaged in any non-audit services prohibited by subsection (g) of Section 10A of the Exchange Act on behalf of the Company.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934from January 1, as amended (2009 through the “Exchange Act”) date hereof (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents and, as for their respective dates, none of the Form 8-K and Form 10-K did not contain Commission Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Company’s Common Stock is currently listed or quoted on the times NASDAQ Market. The Company is not in violation of their respective filingsthe listing requirements of the NASDAQ Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common stock from NASDAQ in the foreseeable future. As of its date, each Commission Document filed within the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 past twelve (together, the “Form 8-K”12) and Parent’s Form 10-K months for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 2016 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document within the Form 8-K and Form 10-K did not contain past twelve (12) months contained 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents filed with the Commission during the past twelve months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 1999. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010SB-2, as amended by amended, including the accompanying financial statements (the "Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”SB-2") and Parent’s the Form 10-K QSB for the fiscal year quarter ended September June 30, 2010 2000 (the “"Form 10-K”QSB") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form SB-2 and the Form 8-K and Form 10-K did not contain QSB referred to above 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Issuer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”)) during the previous 12 months. At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Issuer included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Issuer and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No event or circumstance has occurred or exists with respect to the Issuer or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Issuer but which has not been so publicly announced or disclosed.

Commission Documents, Financial Statements. Parent has (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements Commission Documents. The Company has delivered or made available (by filing on the Commission’s electronic data gathering and other documents required retrieval system (XXXXX)) to be the Investor true and complete copies of the Commission Documents filed by it with the Commission pursuant prior to the reporting requirements of the Securities Exchange Act of 1934Effective Date (including, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingswithout limitation, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “2005 Form 10-K”) and has delivered or made available (by filing on XXXXX) to the Investor true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as applicable, and the other federal, state and local laws, rules and regulations applicable to it, and, as of the its date, such Commission promulgated thereunder, and the Form 8-K and Form 10-K Document 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. As of their respective datesEach Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall 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. (b) The financial statements statements, together with the related notes and schedules, of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the CommissionCommission and all other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position condition of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Company has timely filed with the Commission and made available to the Investor (by filing on XXXXX) all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the timely and accurate preparation of the Company’s Commission filings and other public disclosure documents. As used in this Section 4.6(c), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission. (d) Ernst & Young LLP, who have expressed their opinions on the audited financial statements and related schedules included or incorporated by reference in the Registration Statement and the Base Prospectus is, with respect to the Company, an independent registered public accounting firm as required by the rules of the Public Company Accounting Oversight Board.

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all material reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “"Commission Documents”"). The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable federal securities law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times time of their respective filingsits filing, the Form 8-K filed by Parent with the Commission Company's Quarterly Report on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K Q for the fiscal year quarter ended September 30, 2010 (the “"Form 10-K”Q") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 810-Q did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time of its filing, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the "Form 10-K") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and, at the time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents Form 10-Q and Form 10-K complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since December 31, 2002, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 2002. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”") (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times time of their respective filingsits filing, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended March 31, 2010, as amended by 2002 (the "Form 810-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”Q") and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2001 (the “"Form 10-K”") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K Q and Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of foregoing materials, including the foregoing including filings exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “Commission SEC Documents”). At the times of their respective filingsfiling, the Form 8-K filed by Parent with the Commission on November 8all such reports, 2010schedules, as amended by the Form 8-K/A filed by Parent with the Commission on November 15forms, 2010 (together, the “Form 8-K”) statements and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) other documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. At the times of their respective filings, such reports, schedules, forms, statements and the Form 8-K and Form 10-K other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. The Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed on Schedule 2.1(f) hereto, the Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At The Parent has delivered or made available (through the times SEC XXXXX website) to the Purchasers true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since February 27, 20102003. The Parent has not provided to the Purchasers any material non-public information or other information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Parent but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of its filing, the Parent’s Quarterly Report on Form 810-K/A filed by Parent with QSB for the Commission on November 15fiscal quarter ended July 31, 2010 2007 (together, the “Form 810-KQ”) complied in all material respects with the requirements of the Exchange Act and Parent’s the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 10-K Q 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. At the time of its filing, the Parent’s Annual Report on Form 10-KSB for the fiscal year ended September 30October 31, 2010 2006 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the Form 8-K and time of its filing, the Form 10-K 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. As of their respective dates, the The financial statements of the Parent and Buyer included in the Commission Documents Form 10-Q complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Parent and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingsfiling, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended September 30, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2003 (together, the “Form 810-KQ”) and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2002 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Ordinary Shares are registered pursuant to Section 12(g) of the Exchange Act, and since December 15, 2000 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to the times Purchaser true and complete copies of their respective filings, the Form 8-K Commission Documents filed by Parent with the Commission on November 8since December 15, 20102000 and prior to the Closing Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. The Form 20-F for the year ended December 31, 1999, as amended by the Form 8-K/A filed by Parent with the Commission on November 15amended, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the said Form 820-K and Form 10-K F 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission applicable thereto or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since September 30, 2003, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). The Company has delivered or made available to each of the Purchasers true and complete copies of the Commission Documents filed with the Commission since September 30, 2003. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, since October 31, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to each of the Purchasers true and complete copies of the Commission Documents filed with the Commission since April 30, 2004. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent Acquiror has timely filed all reports, schedules, forms, statements made available to Target a true and other documents required to be filed by it with the Commission pursuant to the reporting requirements complete copy of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission its Annual Report on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September June 30, 2010 1999 as filed with the Commission by Acquiror; and, prior to the Effective Time, Acquiror will have made available to Target any additional documents filed with the Commission by Acquiror prior to the Effective Time (collectively, the “Form 10-K”) "Acquiror Commission Documents"). As of their respective filing dates, the Acquiror Commission Documents complied in all material respects with the requirements of the Exchange Act and the rules Securities Act, and regulations none of the Acquiror Commission promulgated thereunder, and the Form 8-K and Form 10-K did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror Commission Document prior to the date hereof. As The financial statements of Acquiror, including the notes thereto, included in the Acquiror Commission Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of Parent and Buyer included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission. Such financial statements Commission with respect thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they may not include footnotes or may be condensed or summary statementsCommission), and . The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of Parent Acquiror and its subsidiaries as of at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). There has been no change in Acquiror accounting policies except as described in the notes to the Acquiror Financial Statements.

Commission Documents, Financial Statements. Parent During the two years prior to the date of this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings filed since December 31, 2009 and prior to the date of the applicable Closing, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being referred to herein in this Agreement as the “Commission Documents”). At The Company has made available to each Buyer or such Buyer’s representatives true, correct and complete copies of the times Commission Documents not available on the XXXXX system. Except as set forth in the Memorandum: (i) as of their respective filingsfiling dates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to the Commission Documents; and (ii) none of the Commission Documents, and at the Form 8-K and Form 10-K did not contain time they were filed with the Commission, 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. As of their respective filing dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission with respect thereto. Such The financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (iA) as may be otherwise indicated in such the financial statements or the notes thereto thereto, or (iiB) in the case of unaudited interim statements, to the extent they may not include exclude footnotes or may be condensed or summary statements), ) and fairly present in all material respects the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of his operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and, except as disclosed on SCHEDULE 2.1(F) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "COMMISSION") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”"COMMISSION DOCUMENTS"). At the times of their respective filings, the Form 810-K filed by Parent with QSB for the Commission on November 8fiscal quarters ended September 30, 20102003, as amended by the Form 8-K/A filed by Parent with the Commission on November 15June 30, 2010 2003 and March 31, 2003 (togethercollectively, the “Form 8"FORM 10-K”QSB") and Parent’s the Form 10-K KSB for the fiscal year ended September 30December 31, 2010 2003 (the “Form "FORM 10-K”KSB") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K QSB and Form 10-K KSB 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and since December 1, 2007 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). At Except as previously disclosed to the times Investor in writing, since December 1, 2007 the Company has maintained all requirements for the continued listing or quotation of their respective filingsits Common Stock, and such Common Stock is currently listed or quoted on the Form 8-K NASDAQ Global Market. The Company has made available (including through the Commission’s XXXXX filing system) to the Investor true and complete copies of the Commission Documents filed by Parent with the Commission on November 8since December 1, 20102007 and prior to the Closing Date. The Company has not provided to the Investor any information which, as amended according to applicable law, rule or regulation, should have been disclosed publicly by the Form 8-K/A filed Company but which has not been so disclosed, other than with respect to the transactions contemplated by Parent with the Commission on November 15, 2010 (togetherthis Agreement. As of its date, the “Form 8-K”) and ParentCompany’s Annual Report on Form 10-K for the fiscal year ended September 30December 31, 2010 (the “Form 10-K”) 2007 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, to the Form 8-K and Company’s Knowledge, such Annual Report on Form 10-K 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. As of their respective dates, to the Company’s Knowledge the financial statements statements, together with the related notes and schedules thereto, of Parent and Buyer the Company included in the Commission Documents filed with the Commission since December 1, 2007 complied as to form and substance in all material respects with all applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position condition of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (b) The Company has timely filed with the Commission and made available to the Investor via XXXXX or otherwise all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. As used in this Section 4.6(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission.

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). The Company has delivered or made available to the Purchaser true and complete copies of the Commission Documents filed with the Commission since March 31, 2002. The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times time of their respective filingsits filing, the Form 810-K filed by Parent with Q for the Commission on November 8quarter ended March 31, 2010, as amended by 2002 (the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s "Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”Q") complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and the Form 8-K local laws, rules and regulations applicable to such documents, and Form 10-K Q did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent has The Common Stock of the Company is currently listed on the OTC:BB and will be registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company will have timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form Any form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Form 8-K QSB and Form 10-K did KSB filings to be made by the Company will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent Since February 24, 2006, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"),, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, or as of the Form 8-K filed by Parent with date of the Commission on November 8, 2010, as last amendment thereto if amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (togetherafter filing, the “Form 8-K”) and Parent’s Form 10-K for KSB and the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB, complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and, as of their respective dates, or as of the date of the last amendment thereto if amended after filing, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied Documents, as such financial statements may have been restated in subsequent filings, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, to any adjustments described in the Commission Documents and in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times time of their respective filingsits filing, the Form 8-K filed by Parent with the Commission Company’s Annual Report on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2009 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the Form 8-K and time of its filing, the Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, except as disclosed on Schedule 2.5 hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 810-K filed by Parent with Qs for the Commission on November 8fiscal quarter ended March 31, 20102009 and June 30, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2009 (together, the “Form 8-K10Qs”) and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2008 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and and, to the Knowledge of the Company, the Form 810-K Qs and Form 10-K at the time of their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, since January 1, 2009, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30December 31, 2010 2009 (the “Form 10-K”) and any other report, schedule, form, statement or other document filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act subsequent to December 31, 2009 and prior to the Closing Date (collectively with the Form 10-K, the “Public Filings”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 8-K and Form 10-K Public Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionSEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed on Schedule 2.1(f) hereto, during the two year period preceding the Closing Date, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filingsfiling, the Form 810-K filed by Parent with Q for the Commission on November 8fiscal quarter ended September 30, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 2003 (together, the “Form 810-KQ”) and Parent’s the Form 10-K for the fiscal year ended September 30December 31, 2010 2002 (the “Form 10-K”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Form 810-K Q and Form 10-K 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. As of their respective dates, the financial statements of Parent and Buyer the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, since March 31, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “"Commission Documents”"). At The Company has delivered or made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 2002. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 810-K filed by Parent with KSB and the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) QSB complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 10-KSB and the Form 8-K and Form 10-K did not contain QSB 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. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent The Common Stock is ------------------------------------------ registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Form 10-KSB or on ------------ Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, --------------- forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “"Commission Documents”"). At The Company has delivered or -------------------- made available to each of the times Purchasers true and complete copies of the Commission Documents filed with the Commission since December 16, 1998. The Company has not provided to any of the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filingsdates, the Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of the Form 8-K and Form 10-K did not contain Commission Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent and Buyer the Company included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") ---- applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. Parent GrowLife has timely filed made available to CANX through the XXXXX system, true and complete copies of GrowLife’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”), and all other reports, schedules, forms, statements and other documents required to be filed by it with the Commission GrowLife pursuant to the reporting requirements of Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2012 (all of the foregoing foregoing, including filings incorporated by reference therein therein, being referred to herein as the “Commission Documents”). GrowLife has not provided to CANX any material non-public information or other information, which, according to applicable law, rule, or regulation, should have been disclosed publicly by GrowLife but which has not been so disclosed. At the times time of their respective filing, other than the timeliness of the filings, the Form 8-K filed by Parent with the each Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K”) Document complied in all material respects with the requirements of the Securities Act or Exchange Act Act, as applicable, and the rules and regulations of the Commission promulgated thereunderthereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the Form 8-K and Form 10-K time of its filing, each Commission Document 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. As of their respective dates, the financial statements of Parent and Buyer GrowLife included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto Notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of Parent GrowLife and its subsidiaries subsidiary as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).