Common use of Exchange Act Reports; Financial Statements Clause in Contracts

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16, 2008 (the “MPMAC Form 10”), MPMAC has timely filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Form 10, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”). As of their respective filing dates, each of the MPMAC SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC accounting policies except as described in the notes to the MPMAC Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since Prior to the filing execution of MPMACthis Agreement, Columbia has made available to Stewardship complete and accurate copies of (i) Columbia’s Registration Statement Annual Reports on Form 10 on April 1610-K for the year ended December 31, 2008 2018, as amended, as filed under the Exchange Act with the Securities and Exchange Commission (the “MPMAC Form 10SEC”), MPMAC has timely filed (ii) all reportsColumbia proxy statements and annual reports to shareholders used in connection with meetings of Columbia shareholders held since January 1, forms 2019, and documents that it was required to file with (iii) Columbia’s Quarterly Report on Form 10-Q for the SEC pursuant to Section 13(aquarter ended March 31, 2019 (collectively, the “Columbia Exchange Act Reports”), 14(a), 14(c) and 15(d) of as filed under the Exchange Act (together with the MPMAC Form 10, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”)SEC. As of their respective filing dates, each of the MPMAC SEC Filings Columbia Exchange Act Reports (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations Laws of the SEC. Since January 1, 2018, Columbia has filed all reports that it was required to file with the SEC promulgated thereunderpursuant to the Exchange Act. (b) The financial Columbia has made available to Stewardship copies of its audited consolidated balance sheets as of December 31, 2016, 2017, and 2018 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended (including footnotes collectively, together with any notes thereto) included in or incorporated by reference into the MPMAC SEC Filings (, the “MPMAC Columbia Financial Statements”) were complete ). The Columbia Financial Statements are based upon the books and correct in all material respects as records of their respective filing datesColumbia, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein)GAAP. The MPMAC Columbia Financial Statements fairly present the consolidated financial condition position of MPMAC Columbia as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein (subject, in the case then ended. The Columbia Financial Statements disclose all material Liabilities of unaudited MPMAC Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC accounting policies except as described in the notes Columbia and its Subsidiaries to the MPMAC Financial Statementsextent required by GAAP.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2009, MPMAC Bluegreen has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the Bluegreen SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the Bluegreen SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 thereintherein not misleading. Except as set forth on Schedule 5.5(a), in light as of the circumstances under date hereof, there are no amendments or modifications to contracts, agreements or other instruments which they were made, not misleading and (ii) complied as previously had been filed by Bluegreen with the SEC pursuant to form in all material respects with the Securities Act or the Exchange Act and the applicable rules and regulations of or any other contracts, agreements or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by Bluegreen. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Bluegreen Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Bluegreen and its Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Bluegreen Material Adverse Effect). There has been no change Any supporting schedules included in MPMAC accounting policies the Bluegreen SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Bluegreen Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the notes to Bluegreen SEC Reports, in conformity with GAAP applied on a consistent basis in accordance with past practice. Other than as disclosed in the MPMAC Bluegreen Financial Statements, neither Bluegreen nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise, that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since September 30, 2012 in the ordinary course of business to Persons other than Affiliates of Bluegreen or that could not reasonably be expected to have a Bluegreen Material Adverse Effect.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2014, MPMAC Minn Shares has timely filed all reports, forms and documents that it was required to file be filed with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Form 10, the “MPMAC Minn Shares Previous Filings”). MPMAC Minn Shares shall notify Radius the Company promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC Minn Shares after the date hereof and prior to the Effective Time (together with the MPMAC Minn Shares Previous Filings, the “MPMAC Minn Shares SEC Filings”). As of their respective filing dates, each of the MPMAC Minn Shares SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Minn Shares SEC Filings (the “MPMAC Minn Shares Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Minn Shares Financial Statements fairly present the financial condition of MPMAC Minn Shares as of the dates thereof and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Minn Shares Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Minn Shares accounting policies except as described in the notes to the MPMAC Minn Shares Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2008, MPMAC BFC has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BFC SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BFC SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BFC with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BFC. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC BFC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of BFC and its consolidated subsidiaries, on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Material Adverse Effect on BFC). There has been no change Any supporting schedules included in MPMAC accounting policies the BFC SEC Reports present fairly, in all material respects, the information required to be stated therein. Such BFC Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the BFC SEC Reports, in conformity with GAAP applied on a consistent basis. Other than as disclosed in the BFC Financial Statements, neither BFC nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise, that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since June 30, 2011 in the ordinary course of business to Persons other than Affiliates of BFC that could not reasonably be expected to have a Material Adverse Effect on BFC. Notwithstanding anything to the MPMAC contrary contained herein, BFC makes no representation or warranty with respect to, and shall not be responsible or liable for, any inaccuracy in the BFC Financial Statements to the extent the same is derived from an inaccuracy in the Bluegreen Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)1995, MPMAC Prime has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(cSecurities and Exchange Commission (the "SEC") and 15(d) of under the Exchange Act (together with the MPMAC Act, including but not limited to proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the "Prime SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”Reports"). As of their the respective filing datesdates they were filed with the SEC, each the Prime SEC Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the MPMAC SEC Filings (i) 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 and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereundermisleading. (b) The consolidated financial statements (including footnotes theretothe "Prime Financial Statements") of Prime included in or incorporated by reference into the MPMAC Prime SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing datesReports, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Prime and AMI on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsstatements, to normal recurring year-end adjustmentsaudit adjustments which were not and are not expected, individually or in the aggregate, to have a Prime Material Adverse Effect). There has been no change Any supporting schedules included in MPMAC accounting policies the Prime SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Prime Financial Statements and supporting schedules were prepared: (A) in accordance with Regulation S-X promulgated by the SEC; and (B) except as described otherwise noted in the Prime SEC Reports, in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. Other than as disclosed by the Prime Financial Statements included in the Prime SEC Reports or on SCHEDULE 3.8 hereto, none of Prime, the General Partner or AMI has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise that would be required to be reflected on, or reserved against in, a balance sheet or in notes to thereto prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since December 31, 1996 in the MPMAC ordinary course of business that would not, individually or in the aggregate, have a Prime Material Adverse Effect. Except as set forth on SCHEDULE 3.8 and except for the Limited Partnership Interest, Prime has no assets of any nature whatsoever, and Prime has no liabilities (whether accrued, contingent or otherwise), of any nature whatsoever, except as specifically set forth in the Prime Financial StatementsStatements and specifically designated therein as a liability of Prime and not of AMI.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMACParent’s Registration Statement on Form 10 SB-2 on April 16December 7, 2008 2004 (the “MPMAC Parent Form 10SB-2”), MPMAC Parent has timely filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Parent Form 10SB-2, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company immediately and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s XXXXX system, and the Company may rely upon, all certifications and statements required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (B) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. (c) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2012, MPMAC BFC has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BFC SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BFC SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BFC with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BFC. Notwithstanding the foregoing, neither BFC nor Merger Sub makes any representation or warranty with respect to the information contained in the BFC SEC Reports or any omission therefrom regarding BBX Capital. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC BFC Financial Statements”) were complete and correct Statements fairly present in all material respects as the financial condition and results of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations operations of the SEC promulgated thereunder as of their respective dates and BFC. The BFC Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except other than as otherwise specifically noted therein). The MPMAC therein or normally recurring adjustments in the BFC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein (subjectDecember 31, in the case of unaudited MPMAC Financial Statements, to normal recurring year-end adjustments2012). There has been are no change in MPMAC accounting policies except material liabilities or obligations of BFC or its Subsidiaries, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for Taxes and any liability under any guaranty or indemnification arrangement, other than as described reflected in the notes BFC Financial Statements as of December 31, 2012, liabilities and obligations incurred after December 31, 2012 in the ordinary course of business consistent with past practice that could not reasonably be expected to have a BFC Material Adverse Effect, and the obligations provided for in this Agreement. Notwithstanding anything to the MPMAC contrary contained in this Agreement, any revision or restatement of the BFC Financial StatementsStatements which results solely from a revision or restatement of the BBX Capital Financial Statements shall not be deemed to constitute a breach of this representation and warranty or any other representation or warranty of BFC contained herein.

Exchange Act Reports; Financial Statements. (a) Since A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Acquiror with the filing of MPMAC’s Registration Statement on Form 10 on April 16, 2008 Securities and Exchange Commission (the “MPMAC Form 10SEC”)) since December 31, MPMAC has timely filed all reports, forms and documents that it was required to file with 2004 (the “Acquiror SEC Documents”) is available on the Web site maintained by the SEC pursuant to Section 13(a)at xxxx://xxx.xxx.xxx, 14(a), 14(c) and 15(d) other than portions in respect of which confidential treatment was granted by the Exchange Act (together with the MPMAC Form 10, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”)SEC. As of their respective filing dates, each the Acquiror SEC Documents complied or will comply in all material respects with the requirements of the MPMAC Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC Filings (i) did not promulgated thereunder applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Documents contained or will contain on their filing dates 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 therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document filed prior to the date hereof. The financial statements of Acquiror included in the Acquiror SEC Documents (iithe “Acquiror Financial Statements”) complied or will comply as to form in all material respects with the Exchange Act and the applicable published rules and regulations of the SEC promulgated thereunder. (b) The financial statements (including footnotes with respect thereto) included in , were or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been will be prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as otherwise noted therein). The MPMAC Financial Statements fairly present may be indicated in the financial condition notes thereto, except in the case of MPMAC as of the dates thereof and results of operations for the periods referred to therein (subjectpro forma statements, or, in the case of unaudited MPMAC Financial Statementsfinancial statements, to except as permitted under Form 10-Q under the Exchange Act) and fairly presented or will fairly present the consolidated financial position of Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Acquiror’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments). There has been no change in MPMAC accounting policies except as described in the notes to the MPMAC Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2012, MPMAC BBX Capital has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BBX Capital SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BBX Capital SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 misleading. As of the date hereof, other than the amendment to the Form 8-K of BBX Capital filed with the SEC on April 5, 2013 relating to BBX Capital’s $71,750,000 investment in Woodbridge, which amendment will relate solely to the audited financial statements of Woodbridge and pro forma financial statements of BBX Capital required by Item 9.01(a) and (ii) complied as b), respectively, of Form 8-K, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BBX Capital with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BBX Capital. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC BBX Capital Financial Statements”) were complete and correct Statements fairly present in all material respects as the financial condition and results of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations operations of the SEC promulgated thereunder as of their respective dates BBX Capital and have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except other than as otherwise specifically noted therein). The MPMAC therein or normally recurring adjustments in the BBX Capital Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein (subjectDecember 31, in the case of unaudited MPMAC Financial Statements, to normal recurring year-end adjustments2012). There has been are no change in MPMAC accounting policies except material liabilities or obligations of BBX Capital or its Subsidiaries, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for Taxes and any liability under any guaranty or indemnification arrangement, other than as described reflected in the notes BBX Capital Financial Statements as of December 31, 2012, liabilities and obligations incurred after December 31, 2012 in the ordinary course of business consistent with past practice that could not reasonably be expected to have a BBX Capital Material Adverse Effect, and the MPMAC Financial Statementsobligations provided for in this Agreement.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2015, MPMAC BFC has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BFC SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BFC SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BFC with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BFC. Notwithstanding the foregoing, neither BFC nor Merger Sub makes any representation or warranty with respect to the information contained in the BFC SEC Reports or any omission therefrom regarding BBX Capital. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC BFC Financial Statements”) were complete and correct Statements fairly present in all material respects the financial condition and results of operations of BFC as of their respective filing dates, complied as to form in all material respects with and for the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and periods presented. The BFC Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except other than as otherwise specifically noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof therein and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a BFC Material Adverse Effect). There has been are no change in MPMAC accounting policies except material liabilities or obligations of BFC or its Subsidiaries, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for Taxes and any liability under any guaranty or indemnification arrangement, other than as described reflected in the notes BFC Financial Statements as of March 31, 2016, liabilities and obligations incurred after March 31, 2016 in the ordinary course of business consistent with past practice that could not reasonably be expected to have a BFC Material Adverse Effect, and the obligations provided for in this Agreement. Notwithstanding anything to the MPMAC contrary contained in this Agreement, any revision or restatement of the BFC Financial StatementsStatements which results solely from a revision or restatement of the BBX Capital Financial Statements shall not be deemed to constitute a breach of this representation and warranty or any other representation or warranty of BFC contained herein.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16, 2008 (the “MPMAC Form 10”), MPMAC Parent has timely filed all reportsforms, forms reports and documents that it was required to file be filed by Parent with the SEC pursuant since January 1, 2005, and has made available to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Form 10, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional Company such forms, reports or and documents in the form filed with the SEC by MPMAC after SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof and prior of this Agreement) are referred to the Effective Time (together with the MPMAC Previous Filings, herein as the “MPMAC Parent SEC Filings”). Reports.” As of their respective filing dates, each of the MPMAC Parent SEC Filings Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected by a subsequently filed Parent SEC Report that was filed prior to the date of this Agreement. (b) Each of the audited and unaudited consolidated financial statements (iiincluding, in each case, any related notes thereto) contained in the Parent SEC Reports (the “Parent Financials”): (i) complied as to form in all material respects with the Exchange Act and the applicable published rules and regulations of the SEC promulgated thereunder. with respect thereto; (bii) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as otherwise noted thereinmay be permitted by the SEC on Form 10-K, 10-Q, 8-K or any successor form under the Exchange Act). The MPMAC Financial Statements ; and (iii) fairly present presented in all material respects the consolidated financial condition position of MPMAC Parent and its Subsidiaries as of at the dates respective dated thereof and the consolidated results of Parent’s operations and cash flows for the periods referred to therein (subjectindicated, in except that the case of unaudited MPMAC Financial Statements, interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments). There has been no change The unaudited balance sheet of Parent as of June 30, 2006 contained in MPMAC accounting policies except Parent SEC Reports is hereinafter referred to as described in the notes to the MPMAC Financial Statements“Parent Balance Sheet.”

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)1995, MPMAC Prime has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(cSecurities and Exchange Commission (the "SEC") and 15(d) of under the Exchange Act (together with the MPMAC Act, including but not limited to proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the "Prime SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”Reports"). As of their the respective filing datesdates they were filed with the SEC, each the Prime SEC Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the MPMAC SEC Filings (i) 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 and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereundermisleading. (b) The consolidated financial statements (including footnotes theretothe "Prime Financial Statements") of Prime included in or incorporated by reference into the MPMAC Prime SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing datesReports, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Prime and AMI on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsstatements, to normal recurring year-end adjustmentsaudit adjustments which were not and are not expected, individually or in the aggregate, to have a Prime Material Adverse Effect). There has been no change Any supporting schedules included in MPMAC accounting policies the Prime SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Prime Financial Statements and supporting schedules were prepared: (A) in accordance with Regulation S-X promulgated by the SEC; and (B) except as described otherwise noted in the Prime SEC Reports, in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. Other than as disclosed by the Prime Financial Statements included in the Prime SEC Reports or on Schedule 3.8 hereto, none of Prime, ------------ the General Partner or AMI has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise that would be required to be reflected on, or reserved against in, a balance sheet or in notes to thereto prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since December 31, 1996 in the MPMAC ordinary course of business that would not, individually or in the aggregate, have a Prime Material Adverse Effect. Except as set forth on Schedule 3.8 and except for the Limited Partnership Interest, Prime ----------- has no assets of any nature whatsoever, and Prime has no liabilities (whether accrued, contingent or otherwise), of any nature whatsoever, except as specifically set forth in the Prime Financial StatementsStatements and specifically designated therein as a liability of Prime and not of AMI.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2006, MPMAC BFC has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BFC SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BFC SEC Filings (i) Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BFC with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BFC. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC BFC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of BFC and its Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Material Adverse Effect on BFC). There has been no change Any supporting schedules included in MPMAC accounting policies the BFC SEC Reports present fairly, in all material respects, the information required to be stated therein. Such BFC Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the notes to BFC SEC Reports, in conformity with GAAP applied on a consistent basis. Other than as disclosed in the MPMAC BFC Financial Statements, neither BFC nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise, that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since March 31, 2009 in the ordinary course of business to Persons other than Affiliates of BFC that could not reasonably be expected to have a Material Adverse Effect on BFC.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2011, MPMAC Parent has timely filed all reports, forms forms, financial statements and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Form 10, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company as soon as practicable and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder, except (with respect each of clauses (i) and (ii)), to the extent that the information in any such Parent SEC Filing has been amended or superseded by a later Parent SEC Filing. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present in all material respects the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2006, MPMAC Woodbridge has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including but not limited to proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the Woodbridge SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the Woodbridge SEC Filings (i) Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by Woodbridge with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by Woodbridge. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Woodbridge Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Woodbridge and its Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Material Adverse Effect on Woodbridge). There has been no change Any supporting schedules included in MPMAC accounting policies the Woodbridge SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Woodbridge Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the notes to Woodbridge SEC Reports, in conformity with GAAP applied on a consistent basis in accordance with past practice. Other than as disclosed in the MPMAC Woodbridge Financial Statements, neither Woodbridge nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise, that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since March 31, 2009 in the ordinary course of business to Persons other than Affiliates of Woodbridge or that could not reasonably be expected to have a Material Adverse Effect on Woodbridge.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)1995, MPMAC Servico has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(cUnited States Securities and Exchange Commission (the "SEC") under each of the Securities Act and 15(d) of the Exchange Act (together with and the MPMAC respective rules and regulations thereunder, including but not limited to proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the "Servico SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”Reports"). As of their the respective filing datesdates they were filed with the SEC, each the Servico SEC Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the MPMAC SEC Filings (i) 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 and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereundermisleading. (b) The consolidated financial statements (including footnotes theretothe "Servico Financial Statements") of Servico included in or incorporated by reference into the MPMAC Servico SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing datesReports, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Servico and the Servico Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsstatements, to normal recurring year-end adjustmentsaudit adjustments which were not and are not expected, individually or in the aggregate, to have a Servico Material Adverse Effect). There has been no change Any supporting schedules included in MPMAC accounting policies the Servico SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Servico Financial Statements and supporting schedules were prepared: (A) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (B) except as described otherwise noted in the Servico SEC Reports, in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. Other than as disclosed by the Servico Financial Statements included in the Servico SEC Reports or on SCHEDULE 3.6 hereto, neither Servico nor any of the Servico Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise that would be required to be reflected on, or reserved against in, a balance sheet or in notes to thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since December 31, 1996 in the MPMAC Financial Statementsordinary course of business that would not, individually or in the aggregate, have a Servico Material Adverse Effect.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2008, MPMAC Bluegreen has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the Bluegreen SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the Bluegreen SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by Bluegreen with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by Bluegreen. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Bluegreen Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Bluegreen and its Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Material Adverse Effect on Bluegreen). There has been no change Any supporting schedules included in MPMAC accounting policies the Bluegreen SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Bluegreen Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the notes to Bluegreen SEC Reports, in conformity with GAAP applied on a consistent basis in accordance with past practice. Other than as disclosed in the MPMAC Bluegreen Financial Statements, neither Bluegreen nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise, that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since June 30, 2011 in the ordinary course of business to Persons other than Affiliates of Bluegreen or that could not reasonably be expected to have a Material Adverse Effect on Bluegreen.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMACParent’s Registration Statement on Form 10 SB-2 on April 16January 22, 2008 (the “MPMAC Parent Form 10SB-2”), MPMAC Parent has timely filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Parent Form 10SB-2, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company immediately and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. OMM_US:72635225.5 (b) Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s EXXXX system, and the Company may rely upon, all certifications and statements required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (B) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. (bc) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMACParent’s Registration Statement on Form 10 10-SB on April 16September 14, 2008 2007 (the “MPMAC Parent Form 10”), MPMAC Parent has timely filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Parent Form 10, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company immediately and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s XXXXX system, and the Company may rely upon, all certifications and statements required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (B) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. (c) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since Except as set forth on Schedule 4.6(a), since the filing of MPMACParent’s Registration Statement on Form 10 on April 16December 4, 2008 2006 (the “MPMAC Parent Form 10”), MPMAC Parent has timely filed all reports, forms forms, financial statements and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Parent Form 10, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company immediately and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) The Except as set forth on Schedule 4.6(b), the financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present in all material respects the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2015, MPMAC BBX Capital has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including, but not limited to, proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BBX Capital SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BBX Capital SEC Filings (i) Reports, including, without limitation, all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BBX Capital with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BBX Capital. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC BBX Capital Financial Statements”) were complete and correct Statements fairly present in all material respects as the financial condition and results of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations operations of the SEC promulgated thereunder as of their respective dates BBX Capital and have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except other than as otherwise specifically noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof therein and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a BBX Capital Material Adverse Effect). There has been are no change in MPMAC accounting policies except material liabilities or obligations of BBX Capital or its Subsidiaries, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for Taxes and any liability under any guaranty or indemnification arrangement, other than as described reflected in the notes BBX Capital Financial Statements as of March 31, 2016, liabilities and obligations incurred after March 31, 2016 in the ordinary course of business consistent with past practice that could not reasonably be expected to have a BBX Capital Material Adverse Effect, and the MPMAC Financial Statementsobligations provided for in this Agreement.

Exchange Act Reports; Financial Statements. (a) Since Prior to the filing execution of MPMACthis Agreement, Heartland has made available to Citywide complete and accurate copies of (i) Heartland’s Registration Statement Annual Reports on Form 10 on April 1610‑K for the years ended December 31, 2008 2013, 2014 and 2015, as amended (the “MPMAC Form 10Heartland 10‑K Reports”), MPMAC has timely as filed under the Exchange Act with the Securities and Exchange Commission (the “SEC”), (ii) all reportsHeartland proxy statements and annual reports to shareholders used in connection with meetings of Heartland shareholders held since January 1, forms 2013, and documents (iii) Heartland’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2016 (the “Heartland 10‑Q Report”), as filed under the Exchange Act with the SEC. As of their respective dates (or if amended, as of the date so amended), such documents, together with all other material reports and statements (and any amendments required to be made with respect thereto) that it Heartland was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act after January 1, 2014, (together with the MPMAC Form 10, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”). As of their respective filing dates, each of the MPMAC SEC Filings (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the Exchange Act applicable Laws and the applicable rules and regulations of the SEC. Since January 1, 2013, Heartland has filed all reports that it was required to file with the SEC promulgated thereunderpursuant to the Exchange Act. (b) The Heartland’s financial statements (including any footnotes thereto) included contained in or incorporated by reference into the MPMAC SEC Filings Heartland 10‑K Reports and the Heartland 10‑Q Report (the “MPMAC Heartland Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Financial Statements that the financial statements set forth in the Heartland 10‑Q report may not contain all notes required by GAAP and are subject to year-end adjustments, none of which is material) and fairly present the consolidated financial condition position of MPMAC Heartland and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein then ended. (subject, in the case c) The Heartland Financial Statements disclose all material Liabilities of unaudited MPMAC Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC accounting policies except as described in the notes Heartland and its Subsidiaries to the MPMAC Financial Statementsextent required by GAAP.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2010, MPMAC Parent has timely filed all reports, forms and documents that it was would have been required to file have filed with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act had Parent been subject to such requirement during such period (together with the MPMAC Form 10, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius the Company promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing dates, each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present the financial condition of MPMAC Parent as of the dates thereof and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (ai) Since the filing Bogota has made available to Gibraltar copies of MPMAC(i) Bogota Financial’s Registration Statement Annual Report on Form 10 10-K for the year ended December 31, 2019, as amended; (ii) all Bogota Financial proxy statements and annual reports to shareholders used in connection with meetings of Bogota Financial’s shareholders held since January 1, 2020; and (iii) Bogota Financial’s Quarterly Reports on April 16Form 10-Q for the quarters ended March 31, 2008 2020 and June 30, 2020 (collectively, the “MPMAC Form 10Bogota Financial Exchange Act Reports”), MPMAC has timely as filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Form 10, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”)SEC. As of their respective filing dates, each of the MPMAC SEC Filings Bogota Financial Exchange Act Reports (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations Laws of the SEC. Since January 1, 2020, Bogota has timely filed all reports that it was required to file with the SEC promulgated thereunderpursuant to the Exchange Act. (bii) The Bogota has made available to Gibraltar copies of (i) its audited statements of financial condition as of December 31, 2019 and 2018 and related statements of income and comprehensive income, equity and cash flows for each of the two years in the period ended December 31, 2019 together with notes thereto, accompanied by the audit report of Bogota’s independent public auditors; and (including footnotes theretoii) included in or incorporated by reference into the MPMAC SEC Filings unaudited statements of financial condition as of June 30, 2020 and the related statements of income and comprehensive income for the three and six months ended June 30, 2020 (the “MPMAC Bogota Financial Statements”) ). The Bogota Financial Statements were complete prepared from the books and correct in all material respects records of Bogota Financial, fairly present the consolidated financial position of Bogota Financial at and as of their respective filing dates, complied as to form in all material respects with the Exchange Act dates indicated and the applicable accounting requirementsconsolidated results of operations, rules equity and regulations cash flows of Bogota Financial for the SEC promulgated thereunder periods indicated, and, except as of their respective dates and have been otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved covered thereby. (except iii) Bogota maintains internal controls that provide reasonable assurance that (A) transactions are executed with management’s authorization, (B) transactions are recorded as otherwise noted therein). The MPMAC Financial Statements fairly present the financial condition of MPMAC as necessary to permit preparation of the dates thereof and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Bogota Financial Statements, (C) access to normal recurring year-end adjustments). There has been no change Bogota’s assets is permitted only in MPMAC accounting policies except as described accordance with management’s authorization, (D) the reporting of Bogota’s assets is compared with existing assets at regular intervals, and (E) Bogota’s assets and liabilities are recorded accurately in the notes to the MPMAC Bogota Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2004, MPMAC BFC has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including but not limited to proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the BFC SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the BFC SEC Filings (i) Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by BFC with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by BFC. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC BFC Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of BFC and its Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Material Adverse Effect on BFC). There has been no change Any supporting schedules included in MPMAC accounting policies the BFC SEC Reports present fairly, in all material respects, the information required to be stated therein. Such BFC Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the notes to BFC SEC Reports, in conformity with GAAP applied on a consistent basis. Other than as disclosed in the MPMAC BFC Financial Statements, neither BFC nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since September 30, 2006 in the ordinary course of business to Persons other than Affiliates of BFC that could not reasonably be expected to have a Material Adverse Effect on BFC.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMAC’s Registration Statement on Form 10 on April 16January 1, 2008 (the “MPMAC Form 10”)2004, MPMAC Lxxxxx has timely filed all reports, forms reports and other documents that it was required to file be filed by it with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of under the Exchange Act (together with the MPMAC Act, including but not limited to proxy statements and reports on Form 10-K, Form 10-Q and Form 8-K (as such documents have been amended since the time of their filing, collectively, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the Lxxxxx SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC FilingsReports”). As of their the respective filing datesdates they were filed with the SEC, each or if amended prior to the date hereof, as of the MPMAC date of the last such amendment, the Lxxxxx SEC Filings (i) Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the SEC 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 and (ii) complied as misleading. As of the date hereof, there are no amendments or modifications to form in all material respects agreements, documents or other instruments which previously had been filed by Lxxxxx with the SEC pursuant to the Securities Act or the Exchange Act and the applicable rules and regulations of or any other agreements, documents or other instruments, which have not yet been filed with the SEC promulgated thereunderbut which are or will be required to be filed by Lxxxxx. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC SEC Filings (the “MPMAC Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Lxxxxx Financial Statements fairly present the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein covered thereby, present fairly, in all material respects, the financial position, results of operations, and cash flows of Lxxxxx and its Subsidiaries on a consolidated basis (subject, in the case of unaudited MPMAC Financial Statementsfinancial statements, to normal recurring year-end adjustmentsaudit adjustments which did not and are not expected to have a Material Adverse Effect on Lxxxxx). There has been no change Any supporting schedules included in MPMAC accounting policies the Lxxxxx SEC Reports present fairly, in all material respects, the information required to be stated therein. Such Lxxxxx Financial Statements and supporting schedules were prepared: (i) in accordance with the requirements of Regulation S-X promulgated by the SEC; and (ii) except as described otherwise noted in the notes to Lxxxxx SEC Reports, in conformity with GAAP applied on a consistent basis in accordance with past practice. Other than as disclosed in the MPMAC Lxxxxx Financial Statements, neither Lxxxxx nor any of its Subsidiaries has any liabilities, commitments or obligations of any nature whatsoever, whether accrued, contingent or otherwise that would be required to be reflected on, or reserved against in, a balance sheet or in notes thereto, prepared in accordance with GAAP, other than liabilities, commitments or obligations incurred since September 30, 2006 in the ordinary course of business to Persons other than Affiliates of Lxxxxx or that could not reasonably be expected to have a Material Adverse Effect on Lxxxxx.

Exchange Act Reports; Financial Statements. (a) The Common Stock is registered under Section 12(b) of the Exchange Act. Since January 1, 1995, Pan Am has timely filed all reports and other documents required to be filed by it with the filing of MPMAC’s Commission under the Exchange Act, including but not limited to proxy statements and reports on Form 10-KSB, Form 10-QSB and Form 8-K (collectively, with the Registration Statement on Form 10 on April 16, 2008 S-4 (the “MPMAC Form 10”), MPMAC has timely filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(dFile No. 333-4350) of the Exchange Act (together with the MPMAC Form 10Xxxxx Xxxxx Mergers Group, Inc., the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the "PAN AM SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC SEC Filings”REPORTS"). As of their the respective filing datesdates they were filed with the Commission, each the Pan Am SEC Reports, including all documents incorporated by reference into such reports, complied in all material respects with the rules and regulations of the MPMAC SEC Filings (i) Commission 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 and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereundermisleading. (b) The financial statements (including footnotes thereto) included in or incorporated by reference into Pan Am has delivered to AHC a true and complete copy of its consolidated unaudited balance sheet, statement of income and cash flow as of and for the MPMAC SEC Filings fiscal year ended December 31, 1996 (the “MPMAC "PAN AM FINANCIAL STATEMENTS"). Except as indicated in SCHEDULE 4.5, the Pan Am Financial Statements”) were complete and correct Statements fairly present in all material respects as Pan Am's and its Subsidiaries' financial condition, assets, liabilities, and equity and results of their respective filing datesoperations, complied as to form in all material respects with at the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared for the period specified in that statement in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis during with prior periods, (subject to normal nonmaterial year-end audit adjustments and the periods involved (except as otherwise noted thereinabsence of notes). The MPMAC Financial Statements fairly present Other than as disclosed by the financial condition of MPMAC as of the dates thereof and results of operations for the periods referred to therein (subject, in the case of unaudited MPMAC Pan Am Financial Statements, the Pan Am SEC Reports or on SCHEDULE 4.5 or on SCHEDULE 4.17 or executory contractual obligations not required to normal recurring year-end adjustments). There be disclosed on SCHEDULE 4.17 hereto, neither Pan Am nor any of its Subsidiaries has been no change in MPMAC accounting policies except as described any liabilities, commitments or obligations (which reasonably could be expected to be material to Pan Am and its Subsidiaries on a consolidated basis) of any nature whatsoever, whether accrued, contingent or otherwise (other than liabilities, commitments or obligations incurred since December 31, 1996 in the notes ordinary course of business consistent with past practices to the MPMAC Financial StatementsPersons other than Affiliates of Pan Am), and, to Pan Am's knowledge, there is no reasonable basis for assertion against Pan Am or any of its Subsidiaries of any such liability, commitment or obligation.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMACParent’s Registration Statement on Form 10 on April 16February 8, 2008 2013 (the “MPMAC Parent Form 10”), MPMAC Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Parent Form 10, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company immediately and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s XXXXX system, and the Company may rely upon, all certifications and statements required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (B) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. (c) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) Since the filing of MPMACParent’s Registration Statement on Form 10 on April 16February 1, 2008 (the “MPMAC Parent Form 10”), MPMAC Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (together with the MPMAC Parent Form 10, the “MPMAC Parent Previous Filings”). MPMAC Parent shall notify Radius promptly the Company immediately and in writing of the filing of any additional forms, reports or documents with the SEC by MPMAC Parent after the date hereof and prior to the Effective Time (together with the MPMAC Parent Previous Filings, the “MPMAC Parent SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Parent SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s XXXXX system, and the Company may rely upon, all certifications and statements required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (B) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. (c) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Parent SEC Filings (the “MPMAC Parent Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Parent Financial Statements fairly present the financial condition of MPMAC Parent as of the dates thereof and results of operations operations, cash flows and stockholders’ equity for the periods referred to therein (subject, in the case of unaudited MPMAC Parent Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC Parent accounting policies except as described in the notes to the MPMAC Parent Financial Statements.

Exchange Act Reports; Financial Statements. (a) The Company has never filed a registration statement under the Exchange Act and has never registered any class of equity security under the Exchange Act. Since the filing of MPMACthe Company’s Registration Statement on Form 10 S-1 on April 16May 2, 2008 2012 (the “MPMAC Company Form 10S-1”), MPMAC the Company has timely filed all reports, forms and documents that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act (such reports, forms and documents, together with the MPMAC Company Form 10S-1 and any reports, forms and documents voluntarily filed by the Company with the SEC under the Exchange Act since the date of the Company Form S-1, the “MPMAC Previous Filings”). MPMAC shall notify Radius promptly of the filing of any additional forms, reports or documents with the SEC by MPMAC after the date hereof and prior to the Effective Time (together with the MPMAC Previous Filings, the “MPMAC Company SEC Filings”). As of their respective filing datesdates (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amending or superseding filing), each of the MPMAC Company SEC Filings (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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder. (b) The Company has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s XXXXX system, and Buyer may rely upon, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (ii) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. (c) The financial statements (including footnotes thereto) included in or incorporated by reference into the MPMAC Company SEC Filings (the “MPMAC Company Financial Statements”) were complete and correct in all material respects as of their respective filing dates, complied as to form in all material respects with the Exchange Act and the applicable accounting requirements, rules and regulations of the SEC promulgated thereunder as of their respective dates and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein). The MPMAC Company Financial Statements fairly present the financial condition of MPMAC the Company as of the dates thereof and the results of operations operations, cash flows and stockholders’ equity of the Company for the periods referred to therein (subject, in the case of unaudited MPMAC Company Financial Statements, to normal recurring year-end adjustments). There has been no change in MPMAC the Company’s accounting policies except as described in the notes to the MPMAC Company Financial Statements.