Common use of Company Reports Clause in Contracts

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The All Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be Reports filed or furnished by it under since the United States Securities Act of 1933Applicable Date have been filed or furnished on a timely basis in all material respects. Each such Company Report, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since at the time of filingits filing or being furnished (or, and together with all information incorporated by reference thereinif amended or supplemented, the “Company SEC Reports”). No Subsidiary as of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 date of the Exchange Act. As of their respective effective dates (last such amendment or supplement, or, in the case of a Company SEC Reports Report that are is a registration statements statement filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and Act or a proxy statement filed pursuant to the extent modifiedExchange Act, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to on the date of this Agreementeffectiveness of such Company Report or date of the applicable meeting, the Company SEC Reports (i) respectively), complied, or if not yet filed or furnished, will have complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, and as applicable, including the rules and regulations of the SEC promulgated thereunder applicable to thereunder. Each such Company SEC Reports, Report has not contained and (ii) did will not contain have contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. (b) The Common Shares constitute the only outstanding class of securities of the Company maintains a system or any of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) its Subsidiaries registered under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures . No Subsidiary of the Company are being made only in accordance with authorizations of management and directors is subject to the periodic reporting requirements of the CompanyExchange Act or is otherwise required to file or furnish any form, and (iii) provide reasonable assurance regarding prevention statement, certification, report, schedule, proxy, registration or timely detection of unauthorized acquisition, useother document with, or disposition of make any other filing with, or furnish any other material to, the Company’s assets that could have a material effect on the Company’s financial statementsSEC. (c) The Company maintains a system of “disclosure controls and procedures” has made available (as defined in Rules 13a-15(eincluding via XXXXX system) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Parent all material correspondence between the SEC, on the one hand, and that information relating to the Company is accumulated and communicated to or its Subsidiaries, on the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make other hand, since the certifications Applicable Date. As of the Chief Executive Officer and Chief Financial Officer date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company required under Reports. To the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification Knowledge of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on of the date hereof. , (eA) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position none of the Company Reports is the subject of ongoing SEC review or outstanding SEC comment and its consolidated Subsidiaries as (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)any Company Report.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material reports, forms, reportsregistrations, schedules, statements and other documents required to be filed or furnished by it under with the United States Securities Act of 1933Commission since April 30, as amended 1996 (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"Company SEC Reports”"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (dates, the Company Reports complied as to form in the case of Company SEC Reports that are registration statements filed pursuant to all material respects with the requirements of the Securities Act or the Exchange Act) and , as of their respective filing dates (in the case of all other Company SEC Reports)may be, except as and the applicable rules and regulations promulgated thereunder. Except to the extent modified, that information contained in any Company Report has been amended, restated, corrected, updated revised or superseded by any subsequent a Company SEC Report subsequently filed and publicly available prior to the date of this Agreement, none of the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures balance sheets of the Company are being made only included in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by reference into the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements Reports (including any the related notesnotes and schedules) included in the Company SEC Reports fairly present presents in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the dates thereof statements of income, retained earnings and cash flows of the consolidated Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and their consolidated cash flows of the Company for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited statements, to normal year-end adjustments) audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP, except as may be noted therein and were subject to the fact that unaudited financial statements do not contain full notes thereto. The Company has no liabilities or obligations required to be disclosed in a balance sheet or the notes thereto prepared in conformity accordance with GAAP consistently applied during GAAP, except (i) liabilities or obligations reflected on, or reserved against in, a balance sheet of the periods involved (except as otherwise disclosed Company or in the notes thereto), and included in the Company Reports, (ii) liabilities or obligations incurred since the Last Report Date in the ordinary course of business, consistent with past practices, or (iii) liabilities disclosed in a Company Report.

Company Reports. (a) The Since January 1, 2008, the Company has and the Company Subsidiaries have filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedulesproxy statements, registration statements and other documents required to be have been filed or furnished by it with the SEC (the “Company Reports”), including under the United States Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing), and together with have paid all information incorporated by reference therein, the “Company SEC Reports”)material fees and assessments due and payable in connection therewith. No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this AgreementWhen they were filed, the Company SEC Reports (i) complied in all material respects with the applicable requirements statutes, rules, regulations and forms. In the case of each such Company Report filed with or furnished to the SEC, none of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any when filed or furnished, contained an 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 thereinmade in it, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system . Without limiting the generality of “internal controls over financial reporting” (as defined what is said in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of preceding sentence, the Company’s financial reporting Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the preparation quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the Company’s form on which it was filed and, when it was filed, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. As of the date of the Original Agreement, there are no outstanding comments from the SEC with respect to any Company Report other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements for external purposes and disclosures made in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of those consolidated financial statements in accordance with GAAP, and that receipts and expenditures regarding the February 2011 sale of loans from FirstBank to a joint venture majority owned by PRLP Ventures LLC. No executive officer of the Company are being made only has failed in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and any respect to make the certifications required of him or her under Section 302 or 906 of the Chief Executive Officer and Chief Financial Officer Xxxxxxxx-Xxxxx Act of the Company required under the Exchange Act with respect to such reports2002. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The As of their respective dates, neither the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, nor any other document filed by the Company has filed with subsequent 13 19 to December 31, 1998 under Section 13(a), 13(c), 14 or otherwise furnished to 15(d) of the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 19331934, as amended (the “"Securities Exchange Act”"), each in the form (including exhibits) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file filed with the SEC any such forms(collectively, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of "Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports"), except as and to the extent modified, amended, restated, corrected, updated contained or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The misleading and the Company maintains a system Reports complied in all material respects with the requirements of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Securities Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets contained or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included reference in the Company SEC Reports (including in each case any related notes and schedules) fairly present presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which it relates as of the dates thereof its date and each of the consolidated statements of income, consolidated statements of stockholders' equity and consolidated statements of cash flows, contained or incorporated by reference in the Company Reports (including in each case any related notes and schedules), fairly presented in all material respects the results of their operations operations, stockholders' equity and their consolidated cash flows flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited interim statements, to normal year-end adjustments) and were prepared audit adjustments that are not material in conformity amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved (involved, except as otherwise disclosed may be noted therein. (b) The Company and each of its subsidiaries have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1995 with (i) the SEC, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the BIF, (vi) any state banking or insurance commission or other regulatory authority (each, a "State Regulator") (such entities collectively, the "Regulatory Agencies"), and (vii) the National Association of Securities Dealers, Inc. and any other self-regulatory organization (an "SRO"), and all other material reports and statements required to be filed by them since December 31, 1995, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, the Regulatory Agencies or any SRO, and have paid all fees and assessments due and payable in the notes thereto)connection therewith.

Company Reports. (a) The Company and each Company Subsidiary has filed or furnished, as applicable, on a timely basis all forms, filings, registrations, submissions, statements, certifications, reports and documents required to be filed or furnished by it with or otherwise furnished to the U.S. Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2007 2005 (such documentsthe forms, as supplemented statements, reports and documents filed or amended furnished since December 31, 2005 and through the time of filingdate hereof, and together with all information incorporated by reference thereinincluding any amendments thereto, the “Company SEC Reports”). No Subsidiary Each of the Company is required to file with Reports, at the SEC any such formstime of its filing or being furnished complied, reportsor if not yet filed or furnished, scheduleswill comply, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the any rules and regulations of the SEC promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC ReportsReports did not, and (ii) did not any Company Reports filed or furnished with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined is in Rules 13a-15(f) compliance in all material respects with the applicable listing and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability corporate governance rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsNYSE. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) Company Subsidiaries have timely filed all reports and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information statements, together with any amendments required to be disclosed made with respect thereto, that they were required to file since December 31, 2005 with the Board of Governors of the Federal Reserve System (the “FRB”), the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), the Alabama State Banking Department (the “ASBD”), or any other Governmental Authority having jurisdiction over its business or any of its assets or properties (each a “Regulatory Authority”), and all other material reports and statements required to be filed by the Company in the reports that it files or submits under the Exchange Act is recordedsince December 31, processed2005, summarized and reported within the time periods specified in including, without limitation, the rules and forms regulations of the SECFDIC, the OCC, the ASBD or any other Regulatory Authority, and that information relating to the Company is accumulated has paid all fees and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure assessments due and to make the certifications payable in connection therewith. As of the Chief Executive Officer their respective dates, such reports and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present complied in all material respectsrespects with all the laws, the consolidated financial position rules and regulations of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and applicable Regulatory Authority with which they were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)filed.

Company Reports. (a) The Since January 1, 2002, each of the Company and the Company Subsidiaries has timely filed all reports and statements, together with or otherwise furnished any amendments required to the Securities and Exchange Commission (the “SEC”) all material formsbe made with respect thereto, reports, schedules, statements and other documents that were required to be filed since such date with (a) the SEC, (b) the IDFPR, (c) the FDIC, (d) any applicable state banking, insurance, securities, or furnished by it under the United States Securities Act of 1933, as amended other regulatory authorities (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filingexcept filings which are not material), and together with all information incorporated by reference therein(e) American Stock Exchange (collectively, the “"Company SEC Reports”"). No Subsidiary The Company has previously made available to Purchaser true and complete copies of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActReports requested by Purchaser. As of their respective effective dates filing dates, each of such reports and documents (in the case of Company SEC Reports that are registration statements filed pursuant after giving effect to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reportsany amendments thereto), except as including the financial statements, exhibits, and to the extent modifiedschedules thereto, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Actstatutes, rules, and regulations enforced or promulgated by the rules authority with which they were filed and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined Except for examinations or reviews conducted by the IDFPR or the FDIC in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability regular course of the Company’s financial reporting and the preparation business of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain Company or the Company Subsidiaries, no Federal, state or local governmental agency, commission or other entity has initiated any proceeding or, to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets best knowledge of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures investigation into the business or operations of the Company are being made only in accordance with authorizations of management and directors or the Company Subsidiaries within the past three years. None of the Company, and (iii) provide reasonable assurance regarding prevention Company or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have any Company Subsidiary is subject to a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” written agreement (as such term is defined in Rules 13a-15(epursuant to 12 U.S.C. ss.1818) and 15d-15(e) under with the Exchange Act) that IDFPR or the FDIC. There is reasonably designed to ensure that information required to be disclosed no unresolved violation, criticism or exception by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and IDFPR or FDIC, or other agency, commission or entity that information relating to the would have a Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsMaterial Adverse Effect. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Except as Previously Disclosed, since January 1, --------------- 1996, the Company has timely filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedulesregistrations, statements and other documents filings, together with any amendments required to be made with respect thereto, that were required to be filed with (1) the SEC and the CFTC, (2) any applicable federal, state, local or furnished by it foreign governmental authorities and (3) the NASD, the NYSE, the AMEX, the Chicago Mercantile Exchange (the "CME"), the Chicago Board of Trade (the "CBOT"), the Municipal Securities Rulemaking Board (the "MSRB") or any non-governmental self-regulatory agency, commission or authority (a "Self-Regulatory Body") (all such reports and statements, including the financial statements, exhibits and schedules thereto, being collectively referred to herein as the "Company Reports"), including without limitation, all material reports, registrations, statements and filings required under the United States Investment Company Act of 1940 (together with the rules and regulations thereunder, the "Investment Company Act"), the Investment Advisers Act of 1940 (together with the rules and regulations thereunder, the "Investment Advisers Act"), the Securities Exchange Act of 1934 (together with the rules and regulations thereunder, the "Exchange Act"), the Securities Act of 19331933 (together with the rules and regulations thereunder, as amended (the “"Securities Act”") and any applicable state securities or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act"blue sky" laws. As of their respective effective dates (in the case of Company SEC Reports that are registration statements and without giving effect to any amendments or modifications filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to after the date of this AgreementPlan with respect to Company Reports filed before the date of this Plan), each of the Company SEC Reports (i) complied in all material respects with the applicable requirements of statutes, rules, regulations and orders enforced or promulgated by the Securities Act Regulatory Authority with which they were filed and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (ai) The Company has filed with or otherwise furnished previously made available to the Securities Acquiror an accurate and Exchange Commission complete copy of each (A) final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 1994 by the “Company with the SEC”) all material forms, reportsor filed by the Bank with the OTS, schedulesas the case may be, statements and other documents required pursuant to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “"Securities Act”") or the Exchange Act since December 31, 2007 (such documentsthe "Company Reports") and (B) communications mailed by the Company or by the Bank, as supplemented or amended the case may be, to its stockholders since the time of filingJanuary 1, 1994, and together with all information incorporated by reference thereinno such registration statement, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such formsprospectus, reportsreport, schedulesschedule, statements proxy statement or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain communication contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. Except as set forth in Section 3.3(h)(i) of the Company's Disclosure Letter, each of the Company and the Bank has timely filed all Company Reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all Company Reports complied in all material respects with the published rules and regulations of the SEC or the OTS, as applicable, with respect thereto. (bii) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) each Company Subsidiary have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance it was required to file since December 31, 1993 with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the CompanySEC, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation the OTS, (iii) the FDIC, (iv) the SAIF, (v) the Federal Housing Finance Board ("FHFB"), (vi) the Federal Home Loan Bank of financial statements in accordance with GAAPSan Francisco ("FHLBSF"), and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company(vii) any state banking commission or other regulatory authority ("State Regulator"), and (iiiviii) provide reasonable assurance regarding prevention or timely detection the National Association of unauthorized acquisitionSecurities Dealers, useInc. and any other self-regulatory organization ("SRO") (collectively, or disposition of the Company’s assets that could have a "Regulatory Agencies"), and all other material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls reports and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information statements required to be disclosed filed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since them since December 31, 20081993, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, the Company has not received OTS, the FDIC, SAIF, FHFB, FHLBSF, any oral State Regulator or written notification of any SRO, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a “material weakness” Regulatory Agency in the Company’s internal controls over financial reporting. The term “material weakness” shall have regular course of the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position business of the Company and its consolidated Subsidiaries Subsidiaries, and except as set forth in Section 3.3(h)(ii) of the dates thereof and Company's Disclosure Letter, no Regulatory Agency has initiated any proceeding or, to the consolidated results best knowledge of their the Company, investigation into the business or operations and their consolidated cash flows for of the periods Company or any of its Subsidiaries since December 31, 1995. Except as set forth therein (subjecton Section 3.3(h)(ii) of the Company's Disclosure Letter, in there is no unresolved material violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the case Company or any of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)its Subsidiaries.

Company Reports. (a) The Since April 1, 2012, the Company has and its Subsidiaries have filed with or otherwise furnished to the Securities and Exchange Commission furnished, as applicable, on a timely basis (the “SEC”taking into account all applicable grace periods) all material forms, statements, certifications, reports and other documents required to be filed or furnished by them under the Natural Gas Act, the Natural Gas Policy Act, and the National Pollutant Release Inventory (Canada), as required by the Alberta Energy Regulator and the Alberta Department of Energy, and any other applicable provincial and state public utility laws, regulations and orders (such forms, statements, certifications, reports and other documents filed or furnished since April 1, 2012 and those filed or furnished subsequent to the date hereof, collectively, the "Company Reports"). Each Company Report, as of its filing date (or if amended, as of the date of such amendment), complied or, if not yet filed or furnished, will comply in all material respects with Applicable Law. (b) Since April 1, 2012, the Company and its Subsidiaries have filed or furnished, as applicable, all forms, certifications, reports, schedulesregistration statements, definitive proxy statements and other documents required to be filed or furnished by it them with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act since December 31, 2007 (such documentsforms, as supplemented certifications, reports, registration statements, definitive proxy statements and other documents filed or amended furnished since April 1, 2012 and those filed or furnished subsequent to the time of filingdate hereof, and together with all information incorporated by reference thereincollectively, the “"Company SEC Reports”"). No Subsidiary Each of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) including any financial statements or schedules included therein), at the time of its filing or being furnished (or if amended, as of the date of such amendment), complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, SOX and the any rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Reports did not, and (ii) did not any Company SEC Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . As of the Company’s financial reporting and date hereof, there are no material outstanding or unresolved comments received from the preparation of the Company’s financial statements for external purposes in accordance SEC with GAAP and that includes policies and procedures that (i) pertain respect to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures any of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsSEC Reports. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Company Since January 1, 2023, Viewbix has filed all forms, reports and documents with or otherwise furnished to the U.S. Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents that have been required to be filed or furnished by it under applicable laws prior to the United States Securities Act of 1933date hereof (all such forms, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such reports and documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereindocuments filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company SEC Viewbix Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the Company SEC Reports date of such amended or superseded filing), (i) each Viewbix Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and and/or the rules and regulations of Sxxxxxxx-Xxxxx Act, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsViewbix Report was filed, and (ii) each Viewbix Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system . To the knowledge of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Viewbix, none of the Company’s Viewbix Reports is the subject of ongoing SEC review or investigation. The financial reporting statements included in the Viewbix Reports comply in all material respects with the applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. The financial statements for external purposes included in the Viewbix Reports have been prepared in accordance with GAAP and that includes policies and procedures that generally accepted accounting principles in the United States applied on a consistent basis (i) pertain to the maintenance of records that“GAAP”), in reasonable detail, accurately and fairly reflect represent the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company Viewbix and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (then ended, subject, in the case of financial statements for quarterly periodsunaudited statements, to normal normal, year-end adjustmentsaudit adjustments and the omission of certain footnotes. Except as set forth in the Viewbix Reports, Viewbix has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and were prepared in conformity with required by GAAP consistently applied during the periods involved (except as otherwise disclosed to be set forth on a balance sheet of Viewbix or in the notes thereto). As of the Closing, all liabilities of Viewbix shall have been paid off and shall in no event remain liabilities of Viewbix following the Closing, other than immaterial liabilities that will be scheduled prior to the Closing Date.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents Company Reports required to be filed with the SEC and has timely paid all fees due in connection therewith. All Company Reports filed or furnished by it under since the United States Securities Act Applicable Date have been filed or furnished on a timely basis. (b) Each of 1933the Company Reports filed or furnished since the Applicable Date, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since at the time of filingits filing or being furnished (or, and together with all information incorporated by reference thereinif amended or supplemented, the “Company SEC Reports”). No Subsidiary as of the Company is required to file with the SEC any date of such formsamendment or supplement, reportsor, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of a Company SEC Reports Report that are is a registration statements statement filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and Act or a proxy statement filed pursuant to the extent modifiedExchange Act, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to on the date of this Agreementeffectiveness of such Company Report or date of the applicable meeting, the Company SEC Reports respectively), complied or will comply (i) complied in all material respects as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, . The Company Reports filed or furnished since the Applicable Date have not and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and will not (iias applicable) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) ; provided, that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention makes no representation or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act warranty with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral information supplied by Parent or written notification any of a “material weakness” its Representatives for inclusion or incorporation by reference in the Company’s internal controls over financial reportingProxy Statement. The term “material weakness” shall have the meaning assigned to it in the Statements As of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, there are no outstanding or unresolved comments received from the audited consolidated financial statements and SEC with respect to any Company Report and, to the unaudited consolidated interim financial statements Knowledge of the Company, (including any related notesi) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position none of the Company Reports is the subject of ongoing SEC review and its consolidated Subsidiaries as (ii) there are no internal investigations pending or threatened in writing regarding any accounting practices of the dates thereof and Company. (c) None of the consolidated results Subsidiaries of their operations and their consolidated cash flows for the periods set forth therein (subjectCompany is subject to the reporting requirements of Section 13a or 15d of the Exchange Act, in is required to file periodic reports with the case SEC or is subject to the reporting requirements of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)any foreign Governmental Entity that regulates securities or any applicable foreign securities Law or any exchange or quotation service.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Company In connection with the representations and warranties contained in this Section 2.2, Seller has filed informed the Purchaser (and Purchaser hereby acknowledges) that: (i) no officer, director or representative of Seller serves as an officer or director of the Company, (ii) Seller is not familiar with the operations of the Company, (iii) Seller does not independently verify financial and other information received from or otherwise furnished concerning the Company, and (iv) in connection with such representations and warranties Seller has made no independent investigation of any factual matter. (b) Subject to the Securities foregoing subsection of this Section 2.2, to the best knowledge of Seller, the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 and Exchange Commission (its Quarterly Reports on Form 10-Q for the “SEC”) all material formsperiods ended September 30, reports1997, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 1997 and March 31, 1998 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “"Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii") did not as of the respective dates thereof contain any untrue statement of a material fact or fact, nor 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 , and without independent investigation, Seller has no knowledge of any material adverse developments affecting the Company maintains a system since March 31, 1998. For purposes of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under this Section 2.2, the Exchange Act) that provides reasonable assurance regarding term "knowledge" is confined to the reliability actual knowledge of officers of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsSeller. (c) The Company maintains a system To the knowledge of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under Seller, since March 31, 1998, the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer business of the Company required under has been conducted in the Exchange Act ordinary course, consistent with respect to such reportspast practice. (d) Since December 31Except for the representations and warranties made in this Section 2.2, 2008, Seller makes and has made no representations or warranties concerning the Company has not received any oral Shares or written notification the business, financial condition, operations or prospects of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have Without limiting the meaning assigned to it in generality of the Statements of Auditing Standards 112 and 115foregoing, Seller makes no representations or warranties as in effect on the date hereof. (e) Except as and to the extent modifiedexistence or effect of any employment, amendedseverance or other agreements that may require payments to be made as a result, restateddirectly or indirectly, corrected, updated or superseded of the transactions contemplated by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Since February 26, 2014, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the United States Securities Act of 1933date hereof (all such forms, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such reports and documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereindocuments filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, and as the rules and regulations of case may be, each as in effect on the SEC promulgated thereunder applicable to date such Company SEC ReportsReport was filed, and (iib) each Company Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports. (b) The Company maintains a system As of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial Company is a “foreign private issuer” as such term is defined under the Exchange Act. (c) Each Company Report filed or furnished by the Company with or to the SEC prior to the Effective Time shall (i) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements and the unaudited consolidated interim financial statements (including any related notes) included made therein, in the Company SEC Reports fairly present light of the circumstances under which they were made, not misleading and (ii) comply in all material respects, respects with the consolidated financial position applicable provisions of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)Exchange Act.

Company Reports. (a) The As of their respective dates, neither the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, nor any other document filed by the Company has filed with subsequent to December 31, 1995 under Section 13(a), 13(c), 14 or otherwise furnished to 15(d) of the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 19331934, as amended (the “"Securities Exchange Act”"), each in the form (including exhibits) or filed with the Exchange Act since December 31, 2007 SEC) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “"Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports"), except as and to the extent modified, amended, restated, corrected, updated contained or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The misleading and the Company maintains a system Reports complied in all material respects with the requirements of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Securities Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets contained or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included reference in the Company SEC Reports (including in each case any related notes and schedules) fairly present presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which it relates as of the dates thereof its date and each of the consolidated statements of income, consolidated statements of shareholders, equity and consolidated statement of cash flows, contained or incorporated by reference in the Company Reports (including in each case any related notes and schedules), fairly presented in all material respects the results of their operations operations, stockholders, equity and their consolidated cash flows flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited interim statements, to normal year-end adjustments) and were prepared audit adjustments that are not material in conformity amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved (involved, except as otherwise disclosed may be noted therein. (b) Except with respect to the filing of a registration statement on Form S-8 in connection with the notes Company's 401(k) Plan, which is currently in process, the Company and each of its subsidiaries have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1993 with (i) the SEC, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the BIF, (vi) any state banking or insurance commission or other regulatory authority (each, a "State Regulator") (such entities collectively, the "Regulatory Agencies"), and (vii) the National Association of Securities Dealers, Inc. and any other self-regulatory organization (an "SRO"), and all other material reports and statements required to be filed by them since December 31, 1993, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, the Regulatory Agencies or any SRO, and have paid all fees and assessments due and payable in connection therewith.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) SEC all material forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31January 1, 2007 (such documents2001, as supplemented including the financial statements, exhibits and schedules provided therein or amended since the time of filing, and together with all information incorporated by reference therein, therein (the “Company SEC Reports”). No Subsidiary subsidiary of the Company is required to file any form, report, registration statement, prospectus or other document with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (and as of the date of any amendment), the Company Reports complied, in the case of Company SEC Reports that are registration statements filed pursuant to all material respects, with the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated Act or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Reports, together with any public announcements in a news release issued by the Dow Xxxxx News Service, PR Newswire or any equivalent service (iicollectively, a “Dow Xxxxx News Release”) did made by the Company after the date hereof taken as a whole, as of the Effective Time, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madeexisting as of the Effective Time, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures consolidated balance sheets of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports (including the related notes and schedules) fairly present presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and stockholders’ equity of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presented in all material respects the results of their operations and their consolidated operations, cash flows and stockholders’ equity of the Company and its subsidiaries for the periods set forth therein (subjecttherein, in each case in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the case of periods involved, except as may be noted therein and except that the unaudited interim financial statements for quarterly periods, are subject to normal year-end adjustmentsadjustments and do not contain all of the footnote disclosures required by GAAP. Table of Contents (c) Except as set forth in the Company Reports, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), known or unknown, other than (i) liabilities for Taxes, (ii) liabilities incurred in the ordinary course of business since September 30, 2003, and (iii) liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company’s disclosure controls and procedures (as defined in Sections 13a-15(e) and were prepared 15d-15(e) of the Exchange Act) effectively enable the Company to comply in conformity with GAAP consistently applied during all material respects with, and the periods involved appropriate officers of the Company to make all certifications required under, the Xxxxxxxx-Xxxxx Act of 2002 (except as otherwise disclosed in the notes thereto)“Xxxxxxxx-Xxxxx Act”) and the regulations promulgated thereunder. The appropriate officers of the Company have made all such certifications required by Section 302 and 906 of the Xxxxxxxx-Xxxxx Act and the regulations promulgated thereunder and the rules and regulations of the SEC.

Company Reports. (ai) The As of their respective dates, neither the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, nor any other document filed by the Company has subsequent to December 31, 1995 under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), each in the form (including exhibits) filed with or otherwise furnished to the Securities and Exchange Commission (the “"SEC”") all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “"Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports"), except as and to the extent modified, amended, restated, corrected, updated contained or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not will contain any untrue statement of a material Material fact or omitted or will omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets contained or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included reference in the Company SEC Reports (including in each case any related notes and schedules) fairly present presented in all material respects, Material respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which it relates as of the dates thereof its date and each of the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statement of cash flows contained or incorporated by reference in the Company Reports (including in each case any related notes and schedules) fairly presented in all Material respects the results of their operations operations, shareholders' equity and their consolidated cash flows flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited interim statements, to normal year-end adjustments) and were prepared audit adjustments that are not Material in conformity amount or effect), in each case in accordance with GAAP consistently applied during the periods involved (involved, except as otherwise disclosed may be noted therein. (ii) The Company and the Company Bank have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, if any, that they were required to file since December 31, 1993 with (i) the SEC, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the BIF, (v) the Office of the Comptroller of the Currency (the "OCC"), (vi) any state banking commission or other regulatory authority (each, a "State Regulator") (such entities collectively, the "Regulatory Agencies"), and (vii) the National Association of Securities Dealers, Inc. and any other self-regulatory organization (an "SRO"), and all other Material reports and statements required to be filed by them since December 31, 1993, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, the Federal Reserve Board, the FDIC, the BIF, the OCC, any State Regulator or any SRO, and have paid all fees and assessments due and payable in the notes thereto)connection therewith.

Company Reports. The documents furnished or filed by the Company with the SEC on and after October 27, 2020 (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “Company SEC Reports”). No Subsidiary of the Company is required to file , when furnished or filed with the SEC any such formsSEC, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied conformed in all material respects with the to all applicable requirements of the Securities Exchange Act and the Exchange Securities Act, and the rules and regulations as applicable. None of the SEC promulgated thereunder applicable Company Reports contained (or, with respect to such the Company SEC ReportsReports filed after the date hereof, and (iiwill contain) did not contain any untrue statement of a material fact or omit omitted (or, with respect to the Company Reports filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . Since October 27, 2020, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Company Reports (b) The Company maintains a system of “internal controls over including the financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Actstatements included therein) that provides reasonable assurance regarding are not resolved, or, as of the reliability of date hereof, has received any written notice from the SEC or other Governmental Authority that such Company Reports (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s financial reporting and the preparation knowledge, there is not, as of the Company’s date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any Company Reports (including the financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions included therein). No Subsidiary of the assets Company is required to file any forms, reports or other documents with the SEC. There are no transactions, agreements, arrangements or understandings between the Company or any Subsidiary of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAPon the one hand, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors any Affiliate (including any officer or director) thereof, but not including any wholly owned Subsidiary of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) other hand, that is reasonably designed to ensure that information are required to be disclosed by the Company in the reports that it files or submits under Item 404 of Regulation S-K of the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsare not so disclosed. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (ai) The As of their respective dates, neither the Company's Annual Report on Form F-2 for the fiscal year ended December 31, 1996, nor any other document filed by the Company has filed with subsequent to December 31, 1996 under Section 13(a), 13(c), 14 or otherwise furnished to 15(d) of the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 19331934, as amended (the “"Securities Exchange Act”"), each in the form (including exhibits) or filed with the Exchange Act since December 31, 2007 FDIC (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “"Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports"), except as and to the extent modified, amended, restated, corrected, updated contained or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not will contain any untrue statement of a material Material fact or omitted or will omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets contained or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included reference in the Company SEC Reports (including in each case any related notes and schedules) fairly present presented in all material respects, Material respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which it relates as of the dates thereof its date and each of the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statement of cash flows contained or incorporated by reference in the Company Reports (including in each case any related notes and schedules) fairly presented in all Material respects the results of their operations operations, shareholders' equity and their consolidated cash flows flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited interim statements, to normal year-end adjustments) and were prepared audit adjustments that are not Material in conformity amount or effect), in each case in accordance with GAAP consistently applied during the periods involved (involved, except as otherwise may be noted therein. (ii) The Company has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, if any, that they were required to file since December 31, 1996 with (i) the Securities and Exchange Commission (the "SEC"), (ii) the FDIC, (iii) the BIF, (iv) any state banking commission or other regulatory authority (each, a "State Regulator") (such entities collectively, the "Regulatory Agencies"), (v) the American Stock Exchange and (vi) any other self-regulatory organization (an "SRO"), and all other Material reports and statements required to be filed by them since December 31, 1996, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, the FDIC, the BIF, any State Regulator or any SRO, and have paid all fees and assessments due and payable in connection therewith. (i) ABSENCE OF UNDISCLOSED LIABILITIES AND CERTAIN CHANGES OR EVENTS. Except as disclosed in the notes theretoCompany Reports, since December 31, 1996, the Company has not incurred any Material liability, except in the ordinary course of its business consistent with past practice. Since December 31, 1996, there has not been any change in the business, assets, financial condition, properties, results of operations or prospects (other than changes affecting Southern California community banks in general) of the Company which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on the Company (other than changes in (i) banking laws or regulations, or interpretations thereof, that affect the banking industry generally, (ii) the general level of interest rates or (iii) GAAP).

Company Reports. (a) The Company Since January 1, 2021, Save Foods has filed all forms, reports and documents with or otherwise furnished to the U.S. Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents that have been required to be filed or furnished by it under applicable laws prior to the United States Securities Act of 1933date hereof (all such forms, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such reports and documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereindocuments filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company SEC Save Foods Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the Company SEC Reports date of such amended or superseded filing), (i) each Save Foods Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and and/or the rules and regulations of Sxxxxxxx-Xxxxx Act, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsSave Foods Report was filed, and (ii) each Save Foods Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system . To the knowledge of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Save Foods, none of the Company’s Save Foods Reports is the subject of ongoing SEC review or investigation. The financial reporting statements included in the Save Foods Reports comply in all material respects with the applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. The financial statements for external purposes included in the Save Foods Reports have been prepared in accordance with GAAP and that includes policies and procedures that generally accepted accounting principles in the United States applied on a consistent basis (i) pertain to the maintenance of records that“GAAP”), in reasonable detail, accurately and fairly reflect represent the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company Save Foods and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (then ended, subject, in the case of financial statements for quarterly periodsunaudited statements, to normal normal, year-end adjustmentsaudit adjustments and the omission of certain footnotes. Except as set forth in the Save Foods Reports, Save Foods has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and were prepared in conformity with required by GAAP consistently applied during the periods involved (except as otherwise disclosed to be set forth on a balance sheet of Save Foods or in the notes thereto). As of the Closing, all liabilities of Save Foods shall have been paid off and shall in no event remain liabilities of Save Foods following the Closing, other than immaterial liabilities that will be scheduled prior to the Closing Date.

Company Reports. (a) The Since January 1, 2015, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) furnished, as applicable, all material forms, reports, schedulescertifications and documents with the SEC, statements the TASE and other documents the ISA that have been required to be filed or furnished by it under applicable Laws prior to the United States Securities Act of 1933, as amended date hereof (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedulescertifications and documents, statements together with all documents filed or other documents pursuant to Section 13 or 15 of furnished on a voluntary basis and all exhibits and schedules thereto, the Exchange Act“Company Reports”). As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and the rules and regulations of Xxxxxxxx- Xxxxx Act and/or Israeli Securities Law, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsReport was filed, and (iib) each Company Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, the TASE or ISA. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes‑Oxley Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC, TASE or ISA review or investigation. (b) As of the date of this Agreement, the Company is a “foreign private issuer” as such term is defined under the Exchange Act. (c) Each Transition Period SEC Report (as defined in Section 7.10(b)) filed or furnished by the Company with or to the SEC prior to the Effective Time shall (i) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) comply in all material respects with the applicable provisions of the Exchange Act. (d) The consolidated financial statements of the Company and its Subsidiaries included in the Company Reports filed or furnished with the SEC (the “Financial Statements”) (i) have been prepared in accordance with IFRS consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted), and (ii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). No financial statements of any Person other than the Company and the Company’s Subsidiaries are required by IFRS to be included in the consolidated financial statements of the Company. (e) The Company and its Subsidiaries maintain disclosure controls and procedures (as such terms are defined in Rule 13a‑15 under the Exchange Act) that satisfy the requirements of Rule 13a‑15 under the Exchange Act. Such disclosure controls and procedures are effective to provide reasonable assurance that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company Reports filed or furnished with the SEC. (f) The Company maintains a system of “internal accounting controls over financial reporting” (as such term is defined in Rules 13a-15(f) and 15a-15(f) Rule 13a‑15 under the Exchange Act) that provides sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes that: (i) transactions are executed in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, management’s general or specific authorizations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, IFRS and that receipts and expenditures of the Company are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) Since January 1, 2015, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company and its Subsidiaries on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company and directors its Subsidiaries’ internal controls. (h) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company Reports filed or furnished with the SEC. There are no internal investigations pending and, to the Knowledge of the Company, and (iii) provide reasonable assurance there are no SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding prevention or timely detection of unauthorized acquisition, use, or disposition any accounting practice of the Company’s assets that could have a . The Company is in compliance in all material effect on respects with (i) the Company’s financial statementsapplicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq and the TASE and the corporate governance and other requirements of the ICL. (ci) The Neither the Company maintains nor any of its Subsidiaries is a system party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “disclosure controls and proceduresoff-balance sheet arrangements” (as defined in Rules 13a-15(eItem 303(a) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Regulation S-K of the SEC)), and that information relating where the result, purpose or effect of such Contract is to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required avoid disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31any material transaction involving, 2008or material liabilities of, the Company has not received or any oral or written notification of a “material weakness” its Subsidiaries in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated such Company’s Subsidiary’s published financial statements and or any Company Reports filed or furnished with the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)SEC.

Company Reports. (a) The Company Seller has made available to Buyer each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Seller with the SEC for periods beginning on or after January 1, 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Seller SEC Reports"), and Seller has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements reports and other ------------------ documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Actrelevant securities statutes, regulations, policies and rules as applicable to such periods. As of their respective effective dates (in dates, the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company Seller SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied were prepared in all material respects accordance with the applicable requirements of the Securities Act and Act, the Exchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such Company SEC Reports, accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof; provided, however, that this representation shall be deemed true and correct to the extent that any such material misstatement or omission relates to matters other than, and does not affect, the Ohio T&D Business. (b) The Company maintains a system of “internal controls over financial reporting” For periods beginning on or after January 1, 2002, Seller has filed or caused to be filed with the Ohio Commission all forms, statements, reports and documents (as defined in Rules 13a-15(fincluding all exhibits, amendments and supplements thereto) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed filed by Seller with respect to the Company business and operations of Seller (as it relates to the Ohio T&D Business), all of which complied in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in all material respects with all applicable requirements of the rules and forms regulations of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, Ohio Commission as in effect on the date hereofeach such report was filed. (ec) Except as and to Each of the extent modified, amended, restated, corrected, updated consolidated balance sheets included in or superseded incorporated by any subsequent Company reference into the Seller SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements Reports (including any the related notesnotes and schedules) included in the Company SEC Reports fairly present presents in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Seller as of the dates thereof its date and each of the consolidated statements of operations, cash flows and stockholder's equity included in or incorporated by reference into the Seller SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and their consolidated operations, cash flows or changes in stockholders' equity, as the case may be, of the Seller for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end adjustmentsQ of the SEC), in each case in accordance with GAAP, except as may be noted therein. (d) The books and were prepared records of Seller have been maintained in conformity accordance with GAAP consistently and the FERC's Uniform System of Accounts applied during the periods involved (except on a consistent basis in accordance with Seller's past practice as otherwise disclosed in the notes thereto).reflected on Schedule -------- 5.5. ---

Company Reports. (a) Financial Statements. ------------------------------------- The Company has made or, as appropriate, will make, available to Parent each registration statement, report, proxy statement or information statement required to be filed by it since July 1, 2000 (the "Audit Date") and ---------- prior to the Effective Time, including the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2000 in the form (including exhibits, annexes and any amendments thereto) filed with or otherwise furnished to the Securities and Exchange Commission (the “"SEC”") all material forms(collectively, reportsincluding amendments of any such reports as amended, schedules, statements and other documents required to be filed or furnished by it under --- the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"Company SEC Reports”"). No Subsidiary of the The Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied were or will be filed on a --------------- timely basis, (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (iiiii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company Reports or necessary in order to make the statements thereinin such Company Reports, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures . No Subsidiary of the Company are being made only in accordance is required to file any forms, reports or other documents with authorizations of management and directors the SEC. Each of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets included in or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by reference into the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements Reports (including any the related notesnotes and schedules) included in the Company SEC Reports fairly present in all material respects, presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the dates thereof consolidated statements of income and of consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the consolidated results of their operations and their consolidated cash flows flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited statements, to the absence of notes and normal year-end audit adjustments) and were prepared , which will not be material), in conformity each case in accordance with GAAP consistently applied during the periods involved (involved, except as otherwise disclosed in the notes thereto)may be noted therein.

Company Reports. (a) Financial Statements. The Company has made or, as appropriate, will make, available to Parent each registration statement, report, proxy statement or information statement required to be filed by it since July 1, 2000 (the "Audit Date") and prior to the Effective Time, including the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2000 in the form (including exhibits, annexes and any amendments thereto) filed with or otherwise furnished to the Securities and Exchange Commission (the “"SEC”") all material forms(collectively, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act including amendments of 1933, any such reports as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereinamended, the “"Company SEC Reports”"). No Subsidiary of the The Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied were or will be filed on a timely basis, (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (iiiii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company Reports or necessary in order to make the statements thereinin such Company Reports, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures . No Subsidiary of the Company are being made only in accordance is required to file any forms, reports or other documents with authorizations of management and directors the SEC. Each of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets included in or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by reference into the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements Reports (including any the related notesnotes and schedules) included in the Company SEC Reports fairly present in all material respects, presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the dates thereof consolidated statements of income and of consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the consolidated results of their operations and their consolidated cash flows flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited statements, to the absence of notes and normal year-end audit adjustments) and were prepared , which will not be material), in conformity each case in accordance with GAAP consistently applied during the periods involved (involved, except as otherwise disclosed in the notes thereto)may be noted therein.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s 's assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Since January 1, 2017, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) furnished, as applicable, on a timely basis, all material forms, reports, schedules, statements certifications and other documents with the TASE and the ISA that have been required to be filed or furnished furnished, as applicable, by it under applicable Laws prior to the United States Securities Act of 1933, as amended date hereof (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedulescertifications and documents, statements together with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company Reports”). The Company is not required to file or furnish any forms, reports or other documents pursuant to Section 13 or 15 of with the Exchange ActSEC. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of Israeli Securities Law, as in effect on the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to date such Company SEC ReportsReport was filed, and (iib) each Company Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, the TASE or ISA. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing TASE or ISA review or investigation. (b) The Company is not and has not been a “foreign private issuer” as such term is defined under the Exchange Act. (c) The consolidated financial statements of the Company and its Subsidiaries (including the related notes and schedules thereto) included in the Company Reports filed with the TASE (the “Financial Statements”) (i) have been prepared in accordance with IFRS consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted), and (ii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). No financial statements of any Person other than the Company and the Company’s Subsidiaries are required by IFRS to be included in the consolidated financial statements of the Company. (d) The Company and its Subsidiaries maintain disclosure controls and procedures. Such disclosure controls and procedures are effective to provide reasonable assurance that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company Reports. (e) The Company maintains a system of “internal accounting controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes that: (i) transactions are executed in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, management’s general or specific authorizations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, IFRS and that receipts and expenditures of the Company are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization; and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisitionintervals and appropriate action is taken with respect to any differences. (f) Since January 1, use2017, or disposition of the Company’s assets that could principal executive officer and its principal financial officer have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure auditors and to make the certifications of the Chief Executive Officer and Chief Financial Officer audit committee of the Company required under the Exchange Act with respect to such reports. Board (di) Since December 31, 2008, the Company has not received any oral or written notification of a “all significant deficiencies and material weakness” weaknesses in the Company’s design or operation of internal controls over financial reporting. The term “material weakness” shall have reporting that are reasonably likely to adversely affect the meaning assigned Company’s ability to it in the Statements of Auditing Standards 112 record, process, summarize and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated report financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position information of the Company and its Subsidiaries on a consolidated Subsidiaries as basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company and its Subsidiaries’ internal controls. (g) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the dates thereof TASE and the consolidated results applicable corporate governance and other requirements of the ICL. (h) Since January 1, 2017, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their operations respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. To the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or a Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of the Company’s Subsidiaries or their officers, directors, employees or agents to the chief executive officer, chief financial officer, or general counsel of the Company, or to the audit committee (or other committee consisting of solely non-employee directors) of the Company Board or the board of directors of any of the Company’s Subsidiaries. (i) Since January 1, 2017, the Company’s auditors did not issue letters to the Company Board and/or audit committee. (j) To the Knowledge of the Company, no employee of the Company or the Company’s Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation of possible violation of any applicable legal requirements. The Company has not, nor to the Knowledge of the Company, has any director, officer, employee, contractor, subcontractor or agent of the Company or of any of its Subsidiaries discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of the Company’s Subsidiaries in the terms and their consolidated cash flows for conditions of employment because of any lawful act of such employee. (k) No independent registered public accounting firm of the periods set forth therein Company has resigned or been dismissed as independent registered public accounting firm of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure. (subjectl) Neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and of the Company’s Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements”, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries in the Company’s or such Subsidiary’s published financial statements or any Company Reports filed with the TASE. (m) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the ISA staff with respect to the Company Reports filed with the TASE. There are no internal investigations pending and, to the Knowledge of the Company, there are no ISA inquiries or investigations, or other governmental inquiries or investigations, pending or threatened, in each case regarding the case of financial statements for quarterly periodsCompany, to normal year-end adjustments) or its executive officers or directors regarding and were prepared in conformity connection with GAAP consistently applied during the periods involved (except as otherwise disclosed their position in the notes thereto)Company.

Company Reports. (a) The Company has and each of its Subsidiaries have timely filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material reports, forms, reports, schedulesregistrations, statements and other documents documents, together with any amendments required to be filed made with respect thereto, that they were required to file or furnished by it under furnish with the United States SEC pursuant to the Securities Act of 1933, as amended 1933 (the “Securities Act”) or the Securities Exchange Act since December 31of 1934 (the “Exchange Act”) (collectively, 2007 (such documents, as supplemented or amended since the time of filing, and together with all exhibits, financial statements and schedules thereto, and all information incorporated therein by reference thereinreference, but excluding the Proxy Statement, the “Company SEC Reports”). No Subsidiary At the time of its filing or being furnished, each of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the any rules and regulations of the SEC promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company SEC ReportsReports did not, and (ii) did not any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement 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 in which they were made, not misleading. (b) The Company maintains a system . As of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the audited consolidated financial statements and the unaudited consolidated interim financial statements (including SEC with respect to any related notes) included in of the Company Reports. None of the Company’s Subsidiaries are required to file or furnish with or to the SEC Reports fairly present in all material respects, any periodic or current reports pursuant to Section 13 or 15(d) of the consolidated financial position Exchange Act. (b) Each of the Company and its consolidated Subsidiaries is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of NYSE (the “New York Stock Exchange”). To the knowledge of the Company, as of the dates thereof and date of this Agreement, none of the consolidated results Company Reports is the subject of their operations and their consolidated cash flows for the periods set forth therein (subjectongoing SEC review, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)outstanding SEC comment or outstanding SEC investigation.

Company Reports. (a) The Company has delivered to the Purchaser --------------- each registration statement, report or information statement prepared by the Company since June 30, 1998 (the "Audit Date"), including (i) the Company's ---------- Annual Report on Form 10-K for the year ended June 30, 1998 and (ii) the Company's Quarterly Report on Form 10-Q for the three months period ended September 30, 1998, each in the form (including exhibits, annexes and any amendments thereto) filed with or otherwise furnished the Commission (collectively, including any such reports filed subsequent to the Securities date hereof and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereinamended, the “"Company SEC ------- Reports”"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates dates, (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements or, if amended, as of the Securities Actdate of ------- such amendment) the Company Reports did not, and as of their respective filing dates (in any Company Reports filed with the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any Commission subsequent Company SEC Report filed and publicly available prior to the date of this Agreementhereof will not, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes consolidated balance sheets included in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of or incorporated by reference into the Company are being made only in accordance with authorizations of management Reports (including the related notes and directors of the Company, and (iiischedules) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, usefairly presents, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports will fairly present in all material respectspresent, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, stockholders' equity or cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of their operations and their consolidated income, retained earnings and stockholders' equity or cash flows flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein to which they relate (subject, in the case of financial statements for quarterly periodsunaudited statements, to normal year-end adjustments) and were prepared audit adjustments that will not be material in conformity amount or effect), in each case in accordance with GAAP consistently con sistently applied during the periods involved (involved, except as otherwise disclosed in the notes thereto)may be noted therein.

Company Reports. Since January 1, 2021, Plantify (aor any preceding entity) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements reports and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed securities regulatory authorities pursuant to the requirements of the Securities Act) applicable securities laws (all such forms, reports and as documents, together with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Plantify Reports”). As of their respective its filing dates date (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the Company SEC Reports date of such amended or superseded filing), (i) each Plantify Report complied as to form in all material respects with the applicable requirements of the Securities Act securities laws of British Columbia and the Exchange Act, and the respective rules and regulations under such laws together with applicable published instruments, policy statements, notices and orders of the SEC promulgated thereunder applicable to British Columbia Securities Commission (collectively, “BC Securities Laws”) as in effect on the date such Company SEC ReportsPlantify Report was filed, and (ii) each Plantify Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system . To the knowledge of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Plantify, none of the Company’s Plantify Reports is the subject of ongoing review or investigation by the British Columbia Securities Commission (the “BCSC”). The financial reporting statements included in the Plantify Reports comply in all material respects with the applicable accounting requirements and the preparation rules and regulations of the Company’s BCSC with respect thereto as in effect at the time of filing. The financial statements for external purposes included in the Plantify Reports have been prepared in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately IFRS and fairly reflect represent the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company Plantify and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (then ended, subject, in the case of financial statements for quarterly periodsunaudited statements, to normal normal, year-end adjustmentsaudit adjustments and the omission of certain footnotes. Except as set forth in the Plantify Reports, Plantify has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and were prepared in conformity with GAAP consistently applied during required by IFRS to be set forth on the periods involved (except as otherwise disclosed statements of financial position of Plantify or in the notes thereto). Schedule 3.05 of this Agreement sets forth an exhaustive list of all liabilities of Plantify as of the time of Closing.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material reports, forms, reportsregistrations, schedules, statements and other documents required to be filed or furnished by it under with the United States Securities Act of 1933Commission since January 1, as amended 1995 (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”"COMPANY REPORTS"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (dates, the Company Reports complied as to form in the case of Company SEC Reports that are registration statements filed pursuant to all material respects with the requirements of the Securities Act or the Exchange Act) and , as of their respective filing dates (in the case of all other Company SEC Reports)may be, except as and the applicable rules and regulations promulgated thereunder. Except to the extent modified, that information contained in any Company Report has been amended, restated, corrected, updated revised or superseded by any subsequent a Company SEC Report subsequently filed and publicly available prior to the date of this Agreement, none of the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures consolidated balance sheets of the Company are being made only included in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by reference into the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements Reports (including any the related notesnotes and schedules) included in the Company SEC Reports fairly present presents in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Company Subsidiary as of the dates thereof its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and their consolidated cash flows of the Company and Company Subsidiary for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited statements, to normal year-end adjustments) and were prepared audit adjustments which would not be material in conformity amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as otherwise may be noted therein and subject to the fact that unaudited financial statements do not contain full notes thereto. Neither the Company nor Company Subsidiary has any liabilities or obligations required to be disclosed in a consolidated balance sheet or the notes thereto prepared in accordance with GAAP, except (i) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of the Company or in the notes thereto), and included in the Company Reports, (ii) liabilities or obligations incurred since February 28, 1998, in the ordinary course of business, consistent with past practices, or (iii) liabilities disclosed in a Company Report.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) SEC all material forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31January 1, 2007 (such documents2001, as supplemented including the financial statements, exhibits and schedules provided therein or amended since the time of filing, and together with all information incorporated by reference therein, therein (the “Company SEC Reports”). No Subsidiary subsidiary of the Company is required to file any form, report, registration statement, prospectus or other document with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (and as of the date of any amendment), the Company Reports complied, in the case of Company SEC Reports that are registration statements filed pursuant to all material respects, with the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated Act or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Reports, together with any public announcements in a news release issued by the Dow Jxxxx News Service, PR Newswire or any equivalent service (iicollectively, a “Dow Jxxxx News Release”) did made by the Company after the date hereof taken as a whole, as of the Effective Time, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madeexisting as of the Effective Time, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures consolidated balance sheets of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports (including the related notes and schedules) fairly present presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and stockholders’ equity of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presented in all material respects the results of their operations and their consolidated operations, cash flows and stockholders’ equity of the Company and its subsidiaries for the periods set forth therein (subjecttherein, in each case in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the case of periods involved, except as may be noted therein and except that the unaudited interim financial statements for quarterly periods, are subject to normal year-end adjustmentsadjustments and do not contain all of the footnote disclosures required by GAAP. (c) Except as set forth in the Company Reports, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), known or unknown, other than (i) liabilities for Taxes, (ii) liabilities incurred in the ordinary course of business since September 30, 2003, and (iii) liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company’s disclosure controls and procedures (as defined in Sections 13a-15(e) and were prepared 15d-15(e) of the Exchange Act) effectively enable the Company to comply in conformity with GAAP consistently applied during all material respects with, and the periods involved appropriate officers of the Company to make all certifications required under, the Sxxxxxxx-Xxxxx Act of 2002 (except as otherwise disclosed in the notes thereto)“Sxxxxxxx-Xxxxx Act”) and the regulations promulgated thereunder. The appropriate officers of the Company have made all such certifications required by Section 302 and 906 of the Sxxxxxxx-Xxxxx Act and the regulations promulgated thereunder and the rules and regulations of the SEC.

Company Reports. (ai) The Except as set forth on Schedule 4.01(H)(i) of the Disclosure Letter, the Company has timely filed all material reports, registrations, statements and other filings, together with or otherwise furnished any amendments required to be made with respect thereto, that were required to be filed since February 20, 2001, with the Securities and Exchange Commission (the “SEC”) (all material forms, reports, schedules, statements and other documents required such reports being collectively referred to be filed or furnished by it under the United States Securities Act of 1933, herein as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements and without giving effect to any amendments or modifications filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to after the date of this Agreementthe Plan with respect to Company Reports filed before the date of the Plan), each of the Company SEC Reports (i) complied in all material respects with the applicable requirements of statutes, rules, regulations and orders enforced or promulgated by the Securities Act and the Exchange ActSEC, including Regulation FD, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements Table of Contents therein, in the light of the circumstances under which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) has filed all contracts, agreements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention other documents or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information instruments required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating filed as exhibits to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Reports. The Company has not received any oral comments from the staff of the SEC nor any notice that a review of the Company Reports is imminent or written notification underway. (ii) The consolidated balance sheets of a “material weakness” the Company as of December 31, 2002 and 2001 and the related consolidated statements of earnings, stockholders’ equity and cash flows for the years ended December 31, 2002 and December 31, 2001 (including the related notes and schedules thereto) contained in the Company’s internal controls over financial reporting. The term “material weakness” shall have Form 10-K for the meaning assigned to it in the Statements of Auditing Standards 112 year ended December 31, 2002 (such statement, notes and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreementschedules thereto, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly “Company’s Financial Statements”), present fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved except as otherwise noted therein, including all requirements of other applicable law including applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all regulations of the SEC with respect thereto (“GAAP”). The Company has supplied the Purchaser with its unaudited consolidating and consolidated results balance sheets for March 31, 2003 and June 30, 2003 and its unaudited consolidating and consolidated statements of their operations earnings, stockholders’ equity (consolidated only) and their consolidated cash flows for the periods set forth therein three and six (subject6) months then ended, in the case of as well as interim monthly financial statements for quarterly periodseach month ended after June 30, 2003 to normal year-the month end adjustmentswhich is not fewer than fifteen (15) days prior to the date of the Plan, each of which is accurate and were complete, fully reflects the books and records of the Company and is prepared in conformity accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed indicated in the notes thereto) (the “Company’s Interim Financials”). The Company maintains for itself and the Company Subsidiaries an adequate and standard system of accounting and internal controls established and administered in accordance with GAAP and any other applicable law. No Company Subsidiary has any obligation to make any filings with SEC or other Governmental Authority except for statutory audits of Company Subsidiaries in Europe or other non-U.S. jurisdictions.

Company Reports. (a) The Since January 1, 2015, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) furnished, as applicable, all material forms, reports, schedulescertifications and documents with the SEC, statements the TASE and other documents the ISA that have been required to be filed or furnished by it under applicable Laws prior to the United States Securities Act of 1933, as amended date hereof (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedulescertifications and documents, statements together with all documents filed or other documents pursuant to Section 13 or 15 of furnished on a voluntary basis and all exhibits and schedules thereto, the Exchange Act“Company Reports”). As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and the rules and regulations of Sxxxxxxx-Xxxxx Act and/or Israeli Securities Law, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsReport was filed, and (iib) each Company Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, the TASE or ISA. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes‑Oxley Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC, TASE or ISA review or investigation. (b) As of the date of this Agreement, the Company is a “foreign private issuer” as such term is defined under the Exchange Act. (c) Each Transition Period SEC Report (as defined in Section 7.10(b)) filed or furnished by the Company with or to the SEC prior to the Effective Time shall (i) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) comply in all material respects with the applicable provisions of the Exchange Act. (d) The consolidated financial statements of the Company and its Subsidiaries included in the Company Reports filed or furnished with the SEC (the “Financial Statements”) (i) have been prepared in accordance with IFRS consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted), and (ii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). No financial statements of any Person other than the Company and the Company’s Subsidiaries are required by IFRS to be included in the consolidated financial statements of the Company. (e) The Company and its Subsidiaries maintain disclosure controls and procedures (as such terms are defined in Rule 13a‑15 under the Exchange Act) that satisfy the requirements of Rule 13a‑15 under the Exchange Act. Such disclosure controls and procedures are effective to provide reasonable assurance that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company Reports filed or furnished with the SEC. (f) The Company maintains a system of “internal accounting controls over financial reporting” (as such term is defined in Rules 13a-15(f) and 15a-15(f) Rule 13a‑15 under the Exchange Act) that provides sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes that: (i) transactions are executed in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, management’s general or specific authorizations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, IFRS and that receipts and expenditures of the Company are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) Since January 1, 2015, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company and its Subsidiaries on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company and directors its Subsidiaries’ internal controls. (h) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company Reports filed or furnished with the SEC. There are no internal investigations pending and, to the Knowledge of the Company, and (iii) provide reasonable assurance there are no SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding prevention or timely detection of unauthorized acquisition, use, or disposition any accounting practice of the Company’s assets that could have a . The Company is in compliance in all material effect on respects with (i) the Company’s financial statementsapplicable provisions of the Sxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq and the TASE and the corporate governance and other requirements of the ICL. (ci) The Neither the Company maintains nor any of its Subsidiaries is a system party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “disclosure controls and proceduresoff-balance sheet arrangements” (as defined in Rules 13a-15(eItem 303(a) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Regulation S-K of the SEC)), and that information relating where the result, purpose or effect of such Contract is to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required avoid disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31any material transaction involving, 2008or material liabilities of, the Company has not received or any oral or written notification of a “material weakness” its Subsidiaries in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated such Company’s Subsidiary’s published financial statements and or any Company Reports filed or furnished with the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)SEC.

Company Reports. (a) The Company has filed with or otherwise furnished made available to the Securities Subscribers an accurate and Exchange Commission (complete copy of each report, return, document, notice or announcement filed since January 1, 1997 by the “SEC”) all material forms, reports, schedules, statements and other documents required Company with the SEC pursuant to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31Act, 2007 with Companies House pursuant to the Companies Acts or with the London Stock Exchange pursuant to the Listing Rules (such documents, as supplemented or amended since the time of filingcollectively, and together with in each case including all information exhibits and schedules thereto and documents incorporated by reference therein, the “"Company SEC Reports”"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the its date of this Agreementfiling, the each Company SEC Reports (i) Report complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, applicable law and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC ReportsReport, except as set forth in Schedule 3.7. No Company Report (including any and all financial statements included therein) contained when filed or, in the case of any Company Report filed since January 1, 1999 (iiexcept to the extent revised or superseded by a subsequent filing with the SEC, Companies House or the London Stock Exchange, as the case may be, prior to the date hereof) did not contain contains, any untrue statement of a material fact or omit omitted or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. . Since January 1, 1997, the Company has filed all reports and other documents required to be filed by it under applicable law on a timely basis (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) after giving effect to Rule 12b-25 under the Exchange Act) that provides reasonable assurance regarding ). The Company has duly registered its Ordinary Shares and ADSs under the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes Exchange Act in accordance with GAAP the Exchange Act and that includes policies the rules and procedures that regulations promulgated by the SEC thereunder, and its Ordinary Shares have been duly admitted to listing under the Listing Rules. Notwithstanding the preceding sentences of this Section 3.7, any projection, business plan or similar forward-looking statement (a "Forward-Looking Statement") contained in a Company Report shall not be deemed to have contained an untrue statement of a material fact or omitted to state any fact necessary to make the statements therein not misleading if such Forward-Looking Statement (i) pertain to the maintenance of records that, was prepared in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Companygood faith, (ii) provide was based upon reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, assumptions and (iii) provide the Company did not believe and had no reasonable assurance regarding prevention or timely detection grounds to believe that such Forward-Looking Statement contained an untrue statement of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains fact or omitted to state a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and material fact necessary to make the certifications statements therein not misleading at the time of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportspreparation or delivery thereof. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (ai) The As of their respective dates, neither the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, nor any other document filed by the Company has subsequent to December 31, 1995 under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), each in the form (including exhibits) filed with or otherwise furnished to the Securities and Exchange Commission (the “"SEC”") all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “"Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports"), except as and to the extent modified, amended, restated, corrected, updated contained or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not will contain any untrue statement of a material Material fact or omitted or will omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets contained or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included reference in the Company SEC Reports (including in each case any related notes and schedules) fairly present presented in all material respects, Material respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which it relates as of the dates thereof its date and each of the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statement of cash flows contained or incorporated by reference in the Company Reports (including in each case any related notes and schedules) fairly presented in all Material respects the results of their operations operations, shareholders' equity and their consolidated cash flows flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited interim statements, to normal year-end adjustments) and were prepared audit adjustments that are not Material in conformity amount or effect), in each case in accordance with GAAP consistently applied during the periods involved (involved, except as otherwise disclosed in may be noted therein. (ii) The Company and the notes Company Bank have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, if any, that they were required to file since December 31, 1993 with (i) the SEC, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the BIF, (v) the Office of the Comptroller of the Currency (the "OCC")., (vi) any state banking commission or other regulatory authority (each, a "State Regulator") (such entities collectively, the "Regulatory Agencies"), and (vii) the National Association of Securities Dealers, Inc. and any other self-regulatory organization (an "SRO"), C-14

Company Reports. (a) The Since the Applicable Date, all Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be Reports have been filed or furnished by it under on a timely basis. Each of the United States Securities Act of 1933Company Reports (including exhibits and other information incorporated therein) filed or furnished since the Applicable Date, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since at the time of filingits filing or being furnished (or, and together with all information incorporated by reference thereinif amended or supplemented, the “Company SEC Reports”). No Subsidiary as of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 date of the Exchange Act. As of their respective effective dates (last such amendment or supplement, or, in the case of a Company SEC Reports Report that are is a registration statements statement filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and Act or a proxy statement filed pursuant to the extent modifiedExchange Act, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to on the date of this Agreementeffectiveness of such Company Report or date of the applicable meeting, the Company SEC Reports respectively), complied or will comply (i) complied as applicable), in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as applicable. The Company Reports (including exhibits and other information incorporated therein) filed or furnished since the rules Applicable Date have not and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and will not (iias applicable) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined , in Rules 13a-15(f) and 15a-15(f) under each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to of the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to applicable meeting. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the audited consolidated SEC staff with respect to the Company Reports. (b) (i) The Company has not received any non-public comment letters or other material correspondence from the SEC since the Applicable Date and (ii) since the Applicable Date, neither the Company nor any of the Company’s Subsidiaries has received from the SEC any written comments or questions with respect to any of the Company Reports (including the financial statements and included therein) or any registration statement filed by any of them with the unaudited consolidated interim SEC or any notice from the SEC that such Company Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is no investigation or review being conducted by the SEC of any Company Reports (including any related notes) the financial statements included therein), in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Company SEC Reports fairly present Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. (c) Since the Applicable Date, the Company has complied in all material respects, respects with the consolidated financial position applicable listing and corporate governance rules and regulations of the Company and its consolidated Subsidiaries as of the dates thereof NYSE and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)JSE.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents Company Reports required to be filed with the SEC and has timely paid all fees due in connection therewith. All Company Reports filed or furnished by it under since the United States Securities Act Applicable Date have been filed or furnished on a timely basis. (b) Each of 1933the Company Reports filed or furnished since the Applicable Date, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since at the time of filingits filing or being furnished (or, and together with all information incorporated by reference thereinif amended or supplemented, the “Company SEC Reports”). No Subsidiary as of the Company is required to file with the SEC any date of such formsamendment or supplement, reportsor, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of a Company SEC Reports Report that are is a registration statements statement filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and Act or a proxy statement filed pursuant to the extent modifiedExchange Act, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to on the date of this Agreementeffectiveness of such Company Report or date of the applicable meeting, the Company SEC Reports respectively), complied or will comply (i) complied in all material respects as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act. The Company Reports filed or furnished since the Applicable Date have not and will not (as applicable), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) ; provided, that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention makes no representation or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act warranty with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral information related to Parent supplied by Parent or written notification any of a “material weakness” its Representatives for inclusion or incorporation by reference in the Company’s internal controls over financial reportingProxy Statement. The term “material weakness” shall have the meaning assigned to it in the Statements As of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, there are no outstanding or unresolved comments received from the audited consolidated financial statements and SEC with respect to any Company Report and, to the unaudited consolidated interim financial statements Knowledge of the Company, (including any related notesi) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position none of the Company Reports is the subject of ongoing SEC review and its consolidated Subsidiaries as (ii) there are no internal investigations pending or threatened regarding any accounting practices of the dates thereof and Company. (c) None of the consolidated results Subsidiaries of their operations and their consolidated cash flows for the periods set forth therein (subjectCompany is subject to the reporting requirements of Section 13a or 15d of the Exchange Act, in is required to file periodic reports with the case SEC or is subject to the reporting requirements of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)any foreign Governmental Entity that regulates securities or any applicable foreign securities Law or any exchange or quotation service.

Company Reports. (a) The As of their respective dates, neither the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, nor any other document filed by the Company has filed with subsequent to December 31, 1998 under Section 13(a), 13(c), 14 or otherwise furnished to 15(d) of the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 19331934, as amended (the “"Securities Exchange Act”"), each in the form (including exhibits) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file filed with the SEC any such forms(collectively, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of "Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports"), except as and to the extent modified, amended, restated, corrected, updated contained or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The misleading and the Company maintains a system Reports complied in all material respects with the requirements of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Securities Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention consolidated balance sheets contained or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included reference in the Company SEC Reports (including in each case any related notes and schedules) fairly present presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which it relates as of the dates thereof its date and each of the consolidated statements of income, consolidated statements of stockholders' equity and consolidated statements of cash flows, contained or incorporated by reference in the Company Reports (including in each case any related notes and schedules), fairly presented in all material respects the results of their operations operations, stockholders' equity and their consolidated cash flows flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited interim statements, to normal year-end adjustments) and were prepared audit adjustments that are not material in conformity amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved (involved, except as otherwise disclosed may be noted therein. (b) The Company and each of its subsidiaries have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1995 with (i) the SEC, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the BIF, (vi) any state banking or insurance commission or other regulatory authority (each, a "State Regulator") (such entities collectively, the "Regulatory Agencies"), and (vii) the National Association of Securities Dealers, Inc. and any other self-regulatory organization (an "SRO"), and all other material reports and statements required to be filed by them since December 31, 1995, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, the Regulatory Agencies or any SRO, and have paid all fees and assessments due and payable in the notes thereto)connection therewith.

Company Reports. (a) The Set forth in Section 4.11 of the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) Disclosure Statement are all material forms, reports, schedules, registration statements and other documents required to be filed or furnished prepared by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file for its securityholders generally since January 27, 1998 or filed by the Company with the SEC any such formssince January 27, reports1998 to the date hereof (collectively, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act"Company Reports"). As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreementdates, the Company SEC Reports (i) complied in including all material respects with the applicable requirements of the Securities Act exhibits and the Exchange Act, schedules thereto and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (iidocuments incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system will deliver to Parent as soon as they become available true and complete copies of “internal controls over financial reporting” (as defined any report, registration statement or statement mailed by it to its securityholders generally or filed by it with the SEC, in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain each case subsequent to the maintenance date hereof and prior to the Effective Time. As of records thattheir respective dates, in reasonable detailsuch reports and statements (excluding any information therein provided by Parent or Subco, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of which the Company are being made only in accordance with authorizations makes no representation) will not contain any untrue statement of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed fact or omit to ensure that information state material fact required to be disclosed by the Company in the reports that it files stated therein or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and necessary to make the certifications statements therein, in light of the Chief Executive Officer circumstances under which they are made, not misleading and Chief Financial Officer will comply in all material respects with all applicable requirements of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reportinglaw. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in of the Company SEC Reports and the Company Subsidiaries to be included or incorporated by refer- ence in such reports and statements will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as set forth therein and except as contemplated by SOP 90-7 in connection with the adoption of "fresh start" reporting) and will fairly present in all material respects, the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows flow for the periods set forth therein then ended (subject, in the case of any unaudited interim financial statements for quarterly periodsstatements, to normal year-end adjustments) adjustments and were prepared in conformity with GAAP consistently applied during to the periods involved (except as otherwise disclosed in the notes theretoextent they may not include footnotes or may be condensed or summary statements).

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material reports, forms, reportsregistrations, schedules, statements and other documents required to be filed or furnished by it under with the United States Securities Act of 1933Commission since January 1, as amended 1995 (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"Company SEC Reports”"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (dates, the Company Reports complied as to form in the case of Company SEC Reports that are registration statements filed pursuant to all material respects with the requirements of the Securities Act or the Exchange Act) and , as of their respective filing dates (in the case of all other Company SEC Reports)may be, except as and the applicable rules and regulations promulgated thereunder. Except to the extent modified, that information contained in any Company Report has been amended, restated, corrected, updated revised or superseded by any subsequent a Company SEC Report subsequently filed and publicly available prior to the date of this Agreement, none of the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Each of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures consolidated balance sheets of the Company are being made only included in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed incorporated by reference into the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements Reports (including any the related notesnotes and schedules) included in the Company SEC Reports fairly present presents in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Company Subsidiary as of the dates thereof its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and their consolidated cash flows of the Company and Company Subsidiary for the periods set forth therein (subject, in the case of financial statements for quarterly periodsunaudited statements, to normal year-end adjustments) and were prepared audit adjustments which would not be material in conformity amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as otherwise may be noted therein and subject to the fact that unaudited financial statements do not contain full notes thereto. Neither the Company nor Company Subsidiary has any liabilities or obligations required to be disclosed in a consolidated balance sheet or the notes thereto prepared in accordance with GAAP, except (i) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of the Company or in the notes thereto), and included in the Company Reports, (ii) liabilities or obligations incurred since February 28, 1998, in the ordinary course of business, consistent with past practices, or (iii) liabilities disclosed in a Company Report.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Company has in a timely manner filed or furnished (as applicable) with or otherwise furnished to the Securities and Exchange Commission (the “"SEC”") all material forms, reports, schedules, statements and other documents required by it to be filed or furnished by it (as applicable) since and including January 1, 2007 through the date hereof, under the United States Securities Exchange Act of 1933, 1934 (as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filingamended, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reportsthereunder, the "Exchange Act") or the Securities Act of 1933 (as amended, and together with the rules and regulations of the SEC promulgated thereunder, the "Securities Act"), together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (iithe "Xxxxxxxx-Xxxxx Act") (such documents, as amended since the time of their filing, collectively, the "Company Reports"). As of their respective filing dates (or as of the date of filing an amendment thereto, to the extent any filing was amended), the Company Reports (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) misleading and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as necessary to permit preparation the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. Financial Statements. All of the audited financial statements in accordance with GAAP, and that receipts and expenditures unaudited interim financial statements of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present (collectively, the "Company Financial Statements"), (A) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company in all material respects, the consolidated financial position (B) have been prepared in accordance with applicable accounting requirements and rules and regulations of the Company SEC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein United States generally accepted accounting principles (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments"GAAP") and were prepared in conformity with GAAP consistently applied on a consistent basis during the periods involved (except as otherwise disclosed may be indicated in the notes thereto)thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects the financial position and the results of operations and cash flows of the Company as of the times and for the periods referred to therein.

Company Reports. (a) The Company Since January 1, 2018, VCT has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements reports and other documents with the SEC that have been required to be filed or furnished by it under applicable laws prior to the United States Securities Act of 1933date hereof (all such forms, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such reports and documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereindocuments filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the Company SEC Reports date of such amended or superseded filing), (i) each Company Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and and/or the rules and regulations of Sxxxxxxx-Xxxxx Act, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsReport was filed, and (ii) each Company Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under . To the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets Knowledge of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures none of the Company are being made only in accordance with authorizations Reports is the subject of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention ongoing SEC review or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reportinginvestigation. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present comply in all material respectsrespects with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The financial statements included in the Company Reports have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis(“GAAP”), and fairly represent the consolidated financial position of the Company VCT and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (then ended, subject, in the case of financial statements for quarterly periodsunaudited statements, to normal normal, year-end adjustmentsaudit adjustments and the omission of certain footnotes. Except as set forth in the Company Reports, VCT has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and were prepared in conformity with required by GAAP consistently applied during the periods involved (except as otherwise disclosed to be set forth on a balance sheet of VCT or in the notes thereto). As of the Closing, all liabilities of VCT shall have been paid off and shall in no event remain liabilities of VCT following the Closing, other than immaterial liabilities that will be scheduled prior to the Closing Date.

Company Reports. (a) The Since the Applicable Date, all Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be Reports have been filed or furnished by it under on a timely basis. Each of the United States Securities Act of 1933Company Reports (including exhibits and other information incorporated therein) filed or furnished since the Applicable Date, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since at the time of filingits filing or being furnished (or, and together with all information incorporated by reference thereinif amended or supplemented, the “Company SEC Reports”). No Subsidiary as of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 date of the Exchange Act. As of their respective effective dates (last such amendment or supplement, or, in the case of a Company SEC Reports Report that are is a registration statements statement filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and Act or a proxy statement filed pursuant to the extent modifiedExchange Act, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to on the date of this Agreementeffectiveness of such Company Report or date of the applicable meeting, the Company SEC Reports respectively), complied or will comply (i) complied as applicable), in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as applicable. The Company Reports (including exhibits and other information incorporated therein) filed or furnished since the rules Applicable Date have not and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and will not (iias applicable) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined , in Rules 13a-15(f) and 15a-15(f) under each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to of the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to applicable meeting. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the audited consolidated SEC staff with respect to the Company Reports. (b) (i) The Company has not received any non-public comment letters or other material correspondence from the SEC since the Applicable Date and (ii) since the Applicable Date, neither the Company nor any of the Company’s Subsidiaries has received from the SEC any written comments or questions with respect to any of the Company Reports (including the financial statements and included therein) or any registration statement filed by any of them with the unaudited consolidated interim SEC or any notice from the SEC that such Company Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is no investigation or review being conducted by the SEC of any Company Reports (including any related notes) the financial statements included therein), in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Company SEC Reports fairly present Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. (c) Since the Applicable Date, the Company has complied in all material respects, respects with the consolidated financial position applicable listing and corporate governance rules and regulations of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)NYSE.

Company Reports. (a) The Except as Previously Disclosed, the Company has timely filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedulesregistrations, statements and other documents filings, together with any amendments required to be made with respect thereto, that were required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 1995 with (1) the SEC, (2) any applicable federal, state, local or foreign governmental authorities and (3) the NASD, the NYSE, the American Stock Exchange, Inc., the Municipal Securities Rulemaking Board (the "MSRB") or any other non-governmental self-regulatory agency, commission or authority (a "Self-Regulatory Body") (all such documentsreports and statements, including the financial statements, exhibits and schedules thereto, being collectively referred to herein as supplemented or amended since the time "Company Reports"), including without limitation, all material reports, registrations, statements and filings required under the Investment Company Act of filing, and 1940 (together with all information incorporated by reference thereinthe rules and regulations thereunder, the “"Investment Company SEC Reports”Act"). No Subsidiary , the Investment Advisers Act of the Company is required to file 1940 (together with the SEC any such formsrules and regulations thereunder, reportsthe "Investment Advisers Act"), schedulesthe Securities Exchange Act of 1934 (together with the rules and regulations thereunder, statements or other documents pursuant to Section 13 or 15 of the "Exchange Act"), the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") and any applicable state securities or "blue sky" laws. As of their respective effective dates (in the case of Company SEC Reports that are registration statements and without giving effect to any amendments or modifications filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to after the date of this AgreementPlan with respect to Company Reports filed before the date of this Plan), each of the Company SEC Reports (i) complied in all material respects with the applicable requirements of statutes, rules, regulations and orders enforced or promulgated by the Securities Act Regulatory Authority (as hereinafter defined) with which they were filed and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities A true and Exchange Commission (the “SEC”) all material formscomplete copy of each annual, reports, schedules, statements quarterly and other documents required to be report, registration statement and definitive proxy statement filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file Parent with the SEC any such since January 1, 2004 (the forms, reportsstatements, schedulesreports and documents filed by Parent with the SEC since January 1, statements or other documents pursuant to Section 13 or 15 of 2004 and those filed with the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, if any, including any amendments thereto, the Company “Parent SEC Reports (iDocuments”) is available on the web site maintained by the SEC at http: //wxx.xxx.xxx. As of their respective filing dates, the Parent SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder in effect on such dates and applicable to such Company Parent SEC ReportsDocuments, except in each case to the extent superseded or amended by a Parent SEC Document filed prior to the date hereof. As of their respective dates, none of the Parent SEC Documents contained, and (ii) did not contain none of the Parent SEC Documents filed with the SEC subsequent to the date hereof will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded or amended by Parent SEC Documents filed subsequently and prior to the date hereof. The Parent SEC Documents included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of Parent’s outside auditors required by Section 404 of the SOX Act. (b) The Company Management of Parent has established and maintains a system of “internal disclosure controls over financial reporting” and procedures (as such term is defined in Rules 13a-15(f) and 15a-15(fRule 13a-15(e) under the Securities Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting ). Such disclosure controls and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that procedures: (i) pertain are designed to ensure that material information relating to Parent and its Subsidiaries is made known to Parent’s chief executive officer and its chief financial officer by others within those entities, particularly during the maintenance of records that, periods in reasonable detail, accurately which Parent’s reports and fairly reflect filings under the transactions and dispositions of the assets of the CompanySecurities Exchange Act are being prepared, (ii) provide reasonable assurance that transactions are recorded have been evaluated for effectiveness as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors end of the Companymost recent annual period reported to the SEC, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionexcept as may be indicated in the Parent SEC Documents, use, or disposition are effective to perform the functions for which they were established. Neither Parent’s auditors nor the Audit Committee of the CompanyParent Board have been advised of: (x) except as may be indicated in the Parent SEC Documents, any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act) of Parent that have materially affected Parent’s assets internal control over financial reporting; or (y) any fraud, whether or not material, that could involves management or other employees who have a material effect on role in the Company’s internal controls over financial statementsreporting of Parent. (c) The Company maintains a system Since December 31, 2003, neither Parent, any of “disclosure controls and its Subsidiaries, nor any director, officer, employee, auditor, accountant or representative of Parent or its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures” (as defined , methodologies or methods of either of Parent, its Subsidiaries or its internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or its Subsidiaries has engaged in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files questionable accounting or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECauditing practices, and that information relating (ii) no attorney representing Parent or its Subsidiaries, whether or not employed by Parent or its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Parent or its Subsidiaries or any of their officers, directors, employees or agents to the Company is accumulated and communicated board of directors of Parent or its Subsidiaries or any committee thereof or to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications any director or officer of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsParent or its Subsidiaries. (d) Since December 31, 2008, the Company has not received any oral or written notification The consolidated financial statements of a “material weakness” Parent included in the Company’s internal controls over financial reporting. The term “material weakness” shall Parent SEC Documents, in each case as they may have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated been amended or superseded by any subsequent Company Parent SEC Report Documents filed subsequently and publicly available prior to the date of this Agreementhereof, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subjectcomplied or, in the case of Parent SEC Documents filed with the SEC subsequent to the date hereof, will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared or, in the case of Parent SEC Documents filed with the SEC subsequent to the date hereof, will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except that unaudited financial statements for quarterly periods, to normal year-end adjustmentsdo not contain footnotes and other presentation items that may be required by GAAP) and were prepared fairly present or, in conformity the case of Parent SEC Documents filed with GAAP consistently applied the SEC subsequent to the date hereof, will fairly present Parent’s consolidated financial condition, operating results and cash flows as of the dates and during the periods involved (except as otherwise disclosed indicated therein, subject in the notes thereto)case of the unaudited financial statements to normal year end adjustments that will not be material in amount or effect.

Company Reports. (ai) The Except as set forth on Schedule 4.01(H)(i) of the Disclosure Letter, the Company has timely filed all material reports, registrations, statements and other filings, together with or otherwise furnished any amendments required to be made with respect thereto, that were required to be filed since February 20, 2001, with the Securities and Exchange Commission ("SEC") (all such reports being collectively referred to herein as the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"Company SEC Reports”"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements and without giving effect to any amendments or modifications filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to after the date of this Agreementthe Plan with respect to Company Reports filed before the date of the Plan), each of the Company SEC Reports (i) complied in all material respects with the applicable requirements of statutes, rules, regulations and orders enforced or promulgated by the Securities Act and the Exchange ActSEC, including Regulation FD, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) has filed all contracts, agreements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention other documents or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information instruments required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating filed as exhibits to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Reports. The Company has not received any oral comments from the staff of the SEC nor any notice that a review of the Company Reports is imminent or written notification underway. (ii) The consolidated balance sheets of a “material weakness” the Company as of December 31, 2002 and 2001 and the related consolidated statements of earnings, stockholders' equity and cash flows for the years ended December 31, 2002 and December 31, 2001 (including the related notes and schedules thereto) contained in the Company’s internal controls over financial reporting. The term “material weakness” shall have 's Form 10-K for the meaning assigned to it in the Statements of Auditing Standards 112 year ended December 31, 2002 (such statement, notes and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreementschedules thereto, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly "Company's Financial Statements"), present fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved except as otherwise noted therein, including all requirements of other applicable law including applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all regulations of the SEC with respect thereto ("GAAP"). The Company has supplied the Purchaser with its unaudited consolidating and consolidated results balance sheets for March 31, 2003 and June 30, 2003 and its unaudited consolidating and consolidated statements of their operations earnings, stockholders' equity (consolidated only) and their consolidated cash flows for the periods set forth therein three and six (subject6) months then ended, in the case of as well as interim monthly financial statements for quarterly periodseach month ended after June 30, 2003 to normal year-the month end adjustmentswhich is not fewer than fifteen (15) days prior to the date of the Plan, each of which is accurate and were complete, fully reflects the books and records of the Company and is prepared in conformity accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed indicated in the notes thereto) (the "Company's Interim Financials"). The Company maintains for itself and the Company Subsidiaries an adequate and standard system of accounting and internal controls established and administered in accordance with GAAP and any other applicable law. No Company Subsidiary has any obligation to make any filings with SEC or other Governmental Authority except for statutory audits of Company Subsidiaries in Europe or other non-U.S. jurisdictions.

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s 's assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2008, the Company has not received any oral or written notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof. (e) Except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial statements (including any related notes) included in the Company SEC Reports fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods, to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).