Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations True and complete copies of any nature the audited balance sheet of the Company or its Subsidiariesas at December 31, whether known2009, unknownand the related audited statements of income, accruedshareholders’ equity and cash flows of the Company, absolutetogether with all related notes and schedules thereto, direct or indirect, contingent or otherwise, whether due or to become due accompanied by the reports thereon of the Company’s independent auditors (the “LiabilitiesCompany Financial Statements”), except ) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (ib) Liabilities disclosed Except as set forth in Section 3.4(a4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) Liabilities have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent reflected adequately accrued or reserved against in the Latest audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (iiii) Liabilities liabilities and obligations, incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet Sheet, that would not reasonably be expectedare not, individually or in the aggregate, to have a material in amount, (ii) liabilities for performance under Company Material Adverse Effect. Except as set forth on Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 3.4(a4.10(c) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither The books of account and financial records of the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, are true and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer correct and its principal financial officer have disclosed to the Operating Subsidiary’s auditors been prepared and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party maintained in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded AmountGAAP.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesThe Company has delivered to the Buyer true and complete copies of (i) the audited Financial Statements with respect to the Company as of and for the years ended December 31, debts2014 and 2015 (the “Audited Financial Statements”), claims (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or obligations any of such Seller’s Affiliates from the auditors, and any nature other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or its Subsidiariesperiods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments). (b) Except for, (i) the liabilities reflected on the Company’s balance sheet as of the Balance Sheet Date included with the Company Financial Statements, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business, none of which are material, (iii) obligations under (x) Contracts listed in Company Schedule 3.12(a), and/or (y) Contracts not required to be listed in Company Schedule 3.12(a), (iv) the liabilities set forth in Company Schedule 3.7(b) hereto, and (v) liabilities not classified as a debt, indebtedness or financing under GAAP or any Legal Requirement relating to Tax, the Company does not have any liabilities or obligations (whether known, unknown, accrued, absolute, direct or indirectcontingent, contingent known, unknown or otherwise, whether due or required to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent be reflected or reserved against in a balance sheet prepared in accordance with GAAP) including, but not limited to, liabilities for violation of Legal Requirements, breach of contract or tort that would be required by GAAP to be reflected in the Latest Company Balance Sheet. (c) Since January 1, (iii) Liabilities incurred in 2014, there has not been, to the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date Knowledge of the Latest Company Balance Sheet Company, any fraud (whether or not material) that would not reasonably be expected, individually involved management or other employees who have or had a significant role in the aggregate, to have a Company Material Adverse Effectfinancial reporting. Except as set forth on Section 3.4(ain the Company Financial Statements and the Management Letters, with respect to the periods covered thereby (i) there have not been any significant deficiencies in the financial reporting of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims which are or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to materially and adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraudthere are no extraordinary or material non-recurring items of income or expense during the periods covered by the Audited Financial Statements, whether or not material, that involves management or other employees who have a significant role and (iii) the balance sheets included in the Operating Subsidiary’s internal controls over financial reporting. For purposes Audited Financial Statements do not reflect any write-up, write-down or revaluation increasing or decreasing the book value of this Agreementthe assets, in each case, except as specifically disclosed thereon or in the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2notes thereto. (fd) Other than Except as otherwise set forth in Company Schedule 3.7(d) hereto, the Operating Subsidiary, neither accounts receivable reflected on the balance sheet as of the Balance Sheet Date included in the Company nor any Financial Statements and all of its Subsidiaries is, or has at any time the Company’s accounts receivable arising since January 1, 2008 beenthe Balance Sheet Date arose from bona fide transactions in the ordinary course of business and the Company is entitled to collect the net accounts receivable in full, subject to the reporting requirements of Section 13(a) or 15(d) applicable reserves set forth on balance sheet as of the Exchange Act. (gBalance Sheet Date in a manner consistent with past practice. Except as otherwise set forth in Company Schedule 3.7(d) The Signing Underfunded Amount is equal hereto, no such account has been assigned or pledged to any Person, and, except only to the Underfunded Amount extent fully reserved against as set forth in the balance sheet as of November 30the Balance Sheet Date included in the Company Financial Statements, 2013 net of taxes calculated at a 37.8% tax rateno defense or set-off to any such account has been asserted by the account obligor or, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation Knowledge of the Closing Underfunded AmountCompany, exists.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the unaudited balance sheet of the Business as at December 31, 2013, December 31, 2012 and December 31, 2011, and the related unaudited statement of results of operations of the Business (including, for purposes of these financial statements, the Excluded Real Property, the Classified Ventures Business and the Wanderful Media Business) (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Business as at June 30, 2014 (the “Balance Sheet” and the date of the Balance Sheet, the “Balance Sheet Date”), and the related unaudited statement of results of operations of the Business (including, for purposes of these financial statements, the Excluded Real Property, the Classified Ventures Business and the Wanderful Media Business) (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.5(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Seller pertaining to the Business, the Excluded Real Property, the Classified Ventures Business and the Wanderful Media Business, (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and (iii) fairly presents, in all material respects, the consolidated financial position and results of operations of the Business (which includes, for purposes of this representation, the Excluded Real Property, the Classified Ventures Business and the Wanderful Media Business) as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to the absence of notes and, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments. (b) There are no liabilities, debts, claims liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Business of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of reflected or reserved against on the Company Disclosure LetterInterim Financial Statements or the Financial Statements, (ii) Liabilities to incurred since the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred Sheet Date in the ordinary course of business consistent with past practice business, (iii) for Taxes or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements of the Company included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) thereto, was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Company and consolidated Company Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that subject, in the case of unaudited statements may not contain footnotes statements, to the absence of footnote disclosure and are subject to normal year-end audit adjustments). (cb) The Company and its Subsidiaries have established and maintained systems There are no Liabilities of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its the Company Subsidiaries, other than: (i) Liabilities disclosed and reserved for on the one handCompany Balance Sheet, (ii) Liabilities incurred after the Company Balance Sheet Date in the ordinary course of business consistent with past practice (excluding Liabilities arising out of any breach of or default under a Contract or violation of Law), (iii) obligations expressly contemplated by, and any unconsolidated Affiliatefees and expenses payable to the Company’s external Representatives for services rendered in connection with, including any structured financethis Agreement and the Transactions, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(aiv) Liabilities under Contracts of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee a Company Subsidiary existing as of the Operating Subsidiary’s board Agreement Date or entered into after the Agreement Date as permitted under Section 5.01 (excluding Liabilities arising out of directors (i) all known “significant deficiencies” and “material weaknesses” in the design any breach or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial informationdefault under such Contracts), and (iiv) any known fraudLiabilities that would not reasonably be expected to have, whether individually or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreementaggregate, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public a Company Accounting Oversight Board in Auditing Standard No. 2Material Adverse Effect. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesEach of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including the related notes and schedules) fairly presents, debtsor, claims or obligations in the case of any nature Company SEC Documents filed after the Agreement Date, will fairly present, the consolidated financial position of the Company as of its date and each of the consolidated statements of operations and comprehensive loss, shareholders’ deficit and cash flows included in or its Subsidiariesincorporated by reference into the Company SEC Documents (including any related notes and schedules) (such financial statements, whether knowncollectively, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “LiabilitiesFinancial Statements”)) fairly presents, except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregatecase of Company SEC Documents filed after the Agreement Date, will fairly present, the consolidated results of operations, accumulated deficit and cash flows, as applicable, for the periods set forth therein (subject, in the case of unaudited financial statements, to have a Company Material Adverse Effect. Except notes and normal year-end audit adjustments that will not be material in amount or effect), in each case, in accordance with GAAP during the periods presented, except as set forth on Section 3.4(a) may be disclosed therein or in the notes thereto (or, in the case of unaudited Financial Statements, as permitted by Form 10-Q of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at SEC). At the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement)each such Financial Statement was filed, such Financial Statement complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (cb) The Company and its Subsidiaries have established and maintained systems There are no Liabilities of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its the Company Subsidiaries, other than: (i) Liabilities disclosed and reserved for on the one handCompany Balance Sheet; (ii) Liabilities incurred after the Company Balance Sheet Date in the ordinary course of business (excluding Liabilities arising out of any breach of or default under a Contract or violation of Law); (iii) obligations expressly contemplated by, and any unconsolidated Affiliatefees and expenses payable to the Company’s external Representatives for services rendered in connection with, including any structured finance, special purpose or limited purpose entity or Person, on this Agreement and the other hand, or any “off-balance sheet arrangements” Transactions; (as defined in Item 303(aiv) Liabilities under Contracts of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or a Company Subsidiary existing as of the Agreement Date or entered into after the Agreement Date as permitted under Section 5.01 (excluding Liabilities arising out of any of its Subsidiaries breach or default under such Contracts); and (v) Liabilities that would not, individually or in the Company’s or such Subsidiary’s financial statements. (e) Since January 1aggregate, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed reasonably be expected to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2Material Adverse Effect. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements of IMC included in the Company IMC SEC Documents (A) complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Regulation S-X for quarterly reports on Form 10-Q or Form 8-K of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the financial condition of IMC and its consolidated financial position of the applicable Subsidiaries of the Company as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods shown then ended (except that subject, in the case of unaudited statements may not contain footnotes statements, to the absence of footnote disclosure and are subject to normal and recurring year-end audit adjustments). (cb) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that Except (i) all transactions are executed as set forth in accordance with the general consolidated financial statements (including the notes thereto) included in the IMC 10-K or specific authorization subsequent quarterly reports on Form 10-Q filed by IMC and publicly available prior to the date of the management of the Companythis Agreement, (ii) transactions are recorded as necessary to permit incurred in the preparation ordinary course of financial statements in conformity with GAAP and to maintain accountability for assets business and (iii) as may arise out of or in connection with this Agreement and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recordedtransactions contemplated hereby, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company neither IMC nor any of its Subsidiaries is a party to, or has any commitment liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate would reasonably be expected to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement have an IMC Material Adverse Effect. (including any contract, agreement or arrangement relating to any transaction or relationship between or among c) Section 5.08(c) of the Company or any of its Subsidiaries, on the one handIMC Disclosure Schedule lists, and any unconsolidated AffiliateIMC has delivered to Cargill copies of the documentation creating or governing, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under of the Exchange Act)), where the result, purpose SEC) effected by IMC or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of 2003. (d) Section 13(a) or 15(d5.08(d) of the Exchange ActIMC Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for IMC and its Subsidiaries since January 1, 2003. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesThe unaudited balance sheet of each Acquired Company as of June 15, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due 2001 (the “Liabilities”)"INTERIM BALANCE SHEET") and the related statements of income of each Acquired Company for the fiscal period then ended, except complete and correct copies of which shall be furnished to SNH on or before September 15, 2001, present fairly, in all material respects, the financial condition and results of operations of such Acquired Company as at such date and for such period, as the case may be. (b) The audited consolidated balance sheets of CSL and its Subsidiaries as at January 1, 1999, December 31, 1999 and December 29, 2000, and the related consolidated statements of income and cash flows for the fiscal years then ended, complete and correct copies of which shall be furnished to SNH on or before September 15, 2001, present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows of CSL and its Subsidiaries as at such dates and for such fiscal years, as the case may be. (c) Except (i) Liabilities disclosed in Section 3.4(a) as and to the extent of the Company Disclosure Letteramounts specifically reflected or reserved on the Interim Balance Sheet, (ii) Liabilities to the extent reflected or reserved against obligations under Contracts and other liabilities entered into in the Latest Company ordinary course of business and consistent with past practice and not in excess of current requirements which are not required by GAAP to be reflected on the Interim Balance Sheet, and (iii) Liabilities liabilities and obligations incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Interim Balance Sheet that would not reasonably be expectedSheet, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the no Acquired Company has no assets, liabilities, debts, claims any liabilities or obligations of any nature, nature (whether known, unknownabsolute, accrued, absolute, direct contingent or indirect, other than the ownership by the Company of all otherwise) that would be required to be reflected on a consolidated balance sheet of the outstanding shares of common stock of Acquired Company or in the Operating Subsidiarynotes thereto prepared in accordance with GAAP. (bd) Each reportOn the Closing Date, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments all real property owned or supplements thereto) required leased by the Acquired Companies will continue to be furnished owned or filed leased by the Operating Subsidiary Acquired Companies "AS IS and its Subsidiaries with the SEC since December 28WHERE IS", 2012 but subject to no liabilities (such documentswhether absolute, together with any documents filed with the SEC by the Operating Subsidiary accrued, known, or unknown, contingent or otherwise and its Subsidiaries during such period, including all exhibits and whether due or to become due) other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) than (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to Ground Lease, Capital Leases, the date of this Agreement)Mortgage Loans, complied in all material respects with the applicable requirements of SOX Unsecured Loans, the Boynton Beach Mortgage Loan and the Exchange Act or the Securities ActNew Loan, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at liabilities incurred by MSLS in the time it was filed (or if amended or superseded by a filing or amendment prior to the date ordinary course of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary business in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document accordance with the SEC. Each Operating Agreements and (iii) those liabilities set forth on the appropriate Title Commitment for the Property (provided that the exclusion provided in this clause (iii) shall not limit the right of the consolidated SNH to object to any such liability nor limit any obligation of CLJ to cure any title exception objected to by SNH under SECTION 5.2 or 5.3). (e) The financial statements included referred to in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was this SECTION 3.8 have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated set forth in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations A copy of any nature the audited consolidated balance sheet of the Company or its Subsidiariesas at December 31, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (2005 and the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) related audited consolidated statement of results of operations and cash flows of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documentsCompany, together with any documents filed with the SEC all related notes and schedules thereto, accompanied by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, report thereon of the Company’s independent auditors (collectively referred to as the “Company SEC DocumentsFinancial Statements”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or unaudited consolidated balance sheet of the Securities ActCompany as at March 31, as 2006 (the case may be“Balance Sheet”), and the rules related consolidated statements, results of operations and regulations cash flows of the SEC promulgated thereunder applicable Company, together with all related notes and schedules thereto (collectively referred to such Company SEC Document and (iias the “Interim Financial Statements”) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendmentare attached hereto as Schedule 4.6(a) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SECDisclosure Schedules. Each of the consolidated financial statements included Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the Company SEC Documents notes thereto), (Aii) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was has been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and (iii) fairly presented presents, in all material respects respects, the consolidated financial position position, results of the applicable Subsidiaries operations and cash flows of the Company as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods shown (indicated therein, except that as otherwise noted therein and subject, in the unaudited statements may not contain footnotes and are subject case of the Interim Financial Statements, to normal and recurring year-end audit adjustments)adjustments and the absence of notes that will not, individually or in the aggregate, be material. (cb) The Except as set forth on Schedule 4.6(b) of the Disclosure Schedules, there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company and its Subsidiaries have established and maintained systems of internal accounting controls a nature required to be reflected on a balance sheet prepared in accordance with respect to their businesses sufficient to provide reasonable assurances that GAAP, other than any such debts, liabilities or obligations (including, without limitation, any hedging contracts, interest rate protection agreements or similar agreements) (i) all transactions are executed in accordance with reflected or reserved against on the general Interim Financial Statements, the Financial Statements or specific authorization the notes thereto, (ii) incurred since the date of the management Balance Sheet in the ordinary course of business of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and or (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries would not, individually or in the reports that they file or submit under the Exchange Act is recordedaggregate, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required reasonably be expected to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is have a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, Material Adverse Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are Schedule 4.7(a) of the Company Schedules includes true and complete copies of (i) the audited statement of financial condition, balance sheet, of the Company as of June 30, 2019, 2020 and 2021 and the related audited income statements and statements of cash flows for the fiscal year ending on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon by a firm of certified public accountants registered with the Public Company Accounting Oversight Board (collectively referred to herein as the “Company Audited Financial Statements”), and (ii) the unaudited statement of financial condition, or balance sheet, of the Company as of February 28, 2022, and the related unaudited income statements and statements of cash flows for year ended on such date, without related notes and schedules thereto (referred to herein as the “Interim Company Financial Statements”). The Company Audited Financial Statements and the Interim Company Audited Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, and (ii) present fairly, in all material respects, the financial position of the Company, and the results of its operations and its cash flows, as of the dates thereof or for the respective periods covered thereby, subject, in the case of the Interim Company Financial Statements, to normal year-end adjustments and related footnote disclosures. (b) The Company has no liabilities, debts, claims or obligations Liabilities of any nature of the Company required to be presented or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”)reserved on a balance sheet prepared in accordance with GAAP, except (i) Liabilities disclosed contemplated by or in connection with this Agreement or the transactions contemplated hereby or set forth in Section 3.4(a4.7(b) of the Company Disclosure LetterSchedule, (ii) Liabilities to reserved or reflected against the extent reflected or reserved against February 28, 2022, balance sheet of the Company included in the Latest Interim Company Balance SheetFinancial Statements, (iii) Liabilities for performance under Material Contracts listed on Section 4.9 of the Company Disclosure Schedule that are expressly set forth in and identifiable by reference to the text of such Material Contracts (excluding any Liability for breach), (iv) Liabilities incurred in the ordinary course of business consistent with past practice of the Company since October 31, 2021, or pursuant to this Agreement and (ivv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expectedare not, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior material to the date of this Agreement)Company, complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, taken as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)whole. (c) The Company books, records and its Subsidiaries have established and maintained systems accounts of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize complete and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2accurate. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature Section 6.05(a) of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due Seller Disclosure Letter contains the following financial statements (the “LiabilitiesFinancial Statements”): (i) the unaudited consolidated balance sheet with respect to the Rome Group Members as of September 30, 2020 and the related unaudited consolidated statement of income with respect to the Rome Group Members for the fiscal year ended September 30, 2020; and (ii) the unaudited consolidated balance sheet with respect to the Rome Group Members as of March 31, 2021 (the “Stub Period Balance Sheet”), and the related unaudited consolidated statement of income with respect to the Rome Group Members for the six-month period ended March 31, 2021. (b) Each of the foregoing Financial Statements presents fairly in all material respects the financial position and income of the Rome Group Members (taken as a whole) as of the dates thereof and throughout the periods covered thereby and were prepared in accordance with IFRS, in a manner and using accounting principles consistent with Parent’s historical financial statements (subject to normal year-end adjustments). (c) As of the Closing Date, each of the Transferred US Entity, Dorchester US and Rome Holdings will have no assets or Liabilities other than (i) its ownership of Dorchester US, Rome Holdings and the Rome Entity, respectively, (ii) Liabilities for Taxes, (iii) assets and Liabilities of such entities incurred pursuant to this Agreement, the other Transaction Documents or the Transactions, (iv) in the case of the Transferred US Entity, the intercompany payable owing to the Rome Entity, (v) the intercompany receivable between Dorchester US and the Transferred US Entity and (vi) de minimis assets and Liabilities relating to corporate existence. (d) Except as reflected or reserved against on the Stub Period Balance Sheet, there are no Liabilities of any of the Rome Group Members, in each case that would be required by IFRS to be reflected or reserved against on a consolidated balance sheet, except (i) Liabilities disclosed in Section 3.4(a6.05(d) of the Company Seller Disclosure Letter, (ii) Liabilities to the extent reserved or reflected or reserved against in the Latest Company Balance SheetFinancial Statements, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Stub Period Balance Sheet in the Ordinary Course of Business that would not reasonably be expected, individually or in the aggregate, to have be material to the Transferred Group Members, taken as a Company Material Adverse Effect. Except whole, and which are of the same character and nature as the Liabilities set forth on Section 3.4(athe Stub Period Balance Sheet, (iv) Liabilities incurred as a result of the Company Disclosure Letter, Transactions or (v) Liabilities arising under the Company has no assets, liabilities, debts, claims or obligations executory portion of any nature, whether known, unknown, accrued, absolute, direct or indirect, Contract disclosed in the Seller Disclosure Letter (other than the ownership by the Company Liabilities for, or arising out of, breach of all contract or breach of the outstanding shares warranty tort, infringement, violation of common stock of the Operating SubsidiaryLaw, claim or lawsuit). (be) Each report, schedule, form, statement of the Transferred Group Members maintains books and other document (including exhibits records reflecting its assets and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied liabilities that are accurate in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of maintains internal accounting controls with respect to their businesses sufficient designed to provide reasonable assurances assurance that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Companymanagement’s authorization, (ii) transactions are recorded as necessary to permit the preparation of the Transferred Group Members’ consolidated financial statements in conformity with GAAP and to maintain accountability for assets and its assets, (iii) access to its assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for reporting of its assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsregular intervals. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) Section 2.8(a) of the Disclosure Schedule sets forth true and complete copies of the balance sheets and related statements of operations, retained earnings and cash flows for the Company and the Subsidiary for the year ended December 31, 2003 (the “Annual Statements”) and the balance sheets and related statements of operations for the three-month period ended March 31, 2004 (the “Interim Statements” and, together with the Annual Statements, the “Financial Statements”). The December 31, 2003 balance sheet is referred to herein as the “2003 Balance Sheet.” (b) Each of the Financial Statements has been prepared based on the books and records of the Company and the Subsidiary, as applicable, without audit and without examination by an independent accountant, subject in the case of the Interim Statements to normal, recurring year-end adjustments (which will not, individually or in the aggregate, be material), and the Company’s normal accounting practices, consistent with past practice and with each other, and present fairly the financial condition, results of operations and statements of cash flow of the Company and the Subsidiary as of the dates or for the periods indicated. No financial statements of any Person other than the Company and the Subsidiary are required by GAAP to be included in the Financial Statements. The Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. (c) There are no liabilities, debts, claims or obligations of any nature Liabilities of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (and the “Liabilities”), except Subsidiary other than: (i) Liabilities disclosed in Section 3.4(a) of accrued on the Company Disclosure Letter, 2003 Balance Sheet; (ii) Liabilities to the extent reflected or reserved against specifically disclosed and identified as such in the Latest Company Balance Sheet, schedules of this Agreement; and (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company 2003 Balance Sheet that would not reasonably be expectedhave been incurred in the ordinary course of business of the Company and the Subsidiary and that do not, and will not, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth Effect on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsSubsidiary. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”)) of the type required to be disclosed on a balance sheet in accordance with GAAP, except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred since the date of the Latest Company Balance Sheet in the ordinary course of business consistent with past practice or pursuant to practice, as expressly contemplated by this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet or that would not reasonably be expected, individually or in the aggregate, expected to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December April 28, 2012 2013 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), and, in the case of registration statements, at the time of effectiveness, complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) ), and, in the case of registration statements, at the time of effectiveness, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December April 28, 20122013 been, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustmentsadjustments not material in nature or amount). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statementsstatements or other Company SEC Documents. (e) Since January 1April 28, 20102013, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects respect the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 2010 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) Section 3.06(a) of the Company Disclosure Letter sets forth true and complete copies of the unaudited balance sheets of the Company as of June 30, 2013 (the “Balance Sheet”), and the related statement of income for the twelve-month period then ended (collectively with the Balance Sheet, referred to as the “Financial Statements”). Each of the Financial Statements (i) fairly present in all material respects the financial condition and the results of operations of the Company as of the respective dates of, and for the periods referred to in, the Financial Statements and (ii) has been prepared in accordance with GAAP, applied on a consistent basis during the periods involved, other than as described in the notes thereto. The Financial Statements have been prepared, in all material respects, in accordance with the books and records of the Company. (b) The Company maintains accurate, in all material respects, books and records which reflects the Company’s assets and liabilities. To the knowledge of the Company, no affiliate, accountant or Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, claim, weakness or deficiency, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of the Company, taken as a whole, or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting practices. (c) Except as set forth on Section 3.06(c) of the Company Disclosure Letter, there is no outstanding Indebtedness of the Company. There are no liabilities, debts, claims or obligations of any nature of off balance sheet arrangements to which the Company is a party or its Subsidiariesotherwise involving the Company. (d) Except (a) as set forth in the Financial Statements, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (ib) Liabilities disclosed in as set forth on Section 3.4(a3.06(d) of the Company Disclosure Letter, (iic) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) for Liabilities incurred in the ordinary course of business and consistent with past practice since June 30, 2013, (d) for Liabilities under an executor portion of a Contract that have not yet been performed, (e) for Liabilities incurred in connection with the transactions contemplated hereby or pursuant to this Agreement and (ivg) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expectedthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of be material to the Company Disclosure LetterCompany, the Company has no assets, liabilities, debts, claims or obligations does not have any Liabilities of any nature, nature (whether known, unknown, accrued, absolute, direct contingent or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustmentsotherwise). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There True and complete copies of the Financial Statements have been made available to Buyer and are no liabilitiesincluded in Section 3.6(a) of the Seller Disclosure Schedules. The Financial Statements (i) fairly present, debtsin all material respects, claims the combined financial position and results of operations of the businesses described therein as of the dates indicated therein and for the periods covered thereby, and (ii) were derived from the financial reporting systems and the consolidated financial statements of Seller Parent, which consolidated financial statements were prepared in accordance with GAAP applied consistently throughout the periods covered thereby, except that the Financial Statements (A) reflect certain allocations of costs of Seller attributable to the Redwood Business that may not reflect what would have been incurred if the Redwood Business had operated on a stand-alone basis during such periods, (B) may be subject to normal year-end adjustments and (C) do not include footnotes and other presentation items, none of which items described in clauses (A) or obligations (B) would reasonably be expected to be material to the Acquired Group Companies, taken as a whole. As of the date such Required Financial Information is delivered to Buyer pursuant to Section 5.25, the representations and warranties set forth in clauses (i) and (ii) of the foregoing sentence (as qualified by the foregoing sub-clauses (A) and (B)) are also made with respect to the Required Financial Information set forth in clause (a) of the definition thereof. (b) The Acquired Group Companies do not have any liabilities (of any nature of the Company or its Subsidiariesnature, whether known, unknown, or not accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except for liabilities (i) Liabilities that are adequately reserved against in the Balance Sheet or disclosed in Section 3.4(a) of the Company Disclosure Letternotes thereto or in the notes to the other Financial Statements, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities that have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date (none of which are liabilities or pursuant to this Agreement and obligations for breach of contract, infringement, misappropriation, or violation of Law), (iii) for future performance under existing Contracts or (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, expected to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The No Acquired Group Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement Contract relating to any transaction or relationship between or among the Company or any of its SubsidiariesAcquired Group Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-off balance sheet arrangementsarrangement” (as defined in Item 303(a) of Regulation S-K under promulgated by the U.S. Securities and Exchange ActCommission)). Section 3.6(b) of the Seller Disclosure Schedules sets forth as of July 31, where 2020 the resultfollowing balances currently recorded by Seller Parent or its Affiliates (other than the Acquired Group Companies) with respect to the Redwood Business: (i) prepaid expenses, purpose (ii) accounts payable, (iii) paid time off liability, (iv) accrued salaries and incentive compensation, (v) accrued workers compensation, (vi) deferred health liability, (vii) 401(k) match liability; (viii) 401(k) withholding; (ix) accrued benefits; and (x) unclaimed property. (c) Seller Parent has established and administered a system of internal accounting controls that are designed to provide reasonable assurance regarding the reliability of financial reporting. In the past three (3) years, there has not been (i) any significant deficiency or intended effect material weakness in any system of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving internal accounting controls used by the Company Seller or any of its Subsidiaries Affiliates, (ii) to the Knowledge of the Seller, any fraud or other wrongdoing that involves any of the management or other employees of the Seller or any of its Affiliates who have a role in the Company’s preparation of financial statements or such Subsidiary’s financial statementsthe internal accounting controls used by Seller and its Affiliates, in each case, that relate to the Acquired Group Companies, or (iii) any claim or allegation regarding any of the foregoing. (ed) Since January 1, 2010, the Operating Subsidiary’s principal executive officer Seller and its principal financial officer Affiliates have disclosed made and kept books, records and accounts with respect to the Operating Subsidiary’s auditors Redwood Business that have been maintained in material compliance with applicable accounting requirements. Seller and the audit committee its Affiliates have devised and maintained a system of the Operating Subsidiary’s board of directors internal accounting controls designed to provide reasonable assurances that (i) all known “significant deficiencies” and “material weaknesses” in information concerning the design or operation Acquired Group Companies is made on a timely basis to the individuals responsible for the preparation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, Financial Statements and (ii) any known fraud, whether or not material, that involves management or other employees who transactions have a significant role in been recorded as necessary to permit the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) preparation of the Exchange ActFinancial Statements. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There Section 4.7(a) of the Disclosure Letter sets forth true, accurate and complete copies of the Financial Statements. The Financial Statements (i) are no liabilities, debts, claims or obligations of any nature correct and complete in all material respects and have been prepared in accordance with the books and records of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure LetterGroup, (ii) Liabilities fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of their respective dates, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, with only such deviations from such accounting principles or their consistent application as are referred to in the notes to the extent reflected or reserved against Audited Financial Statements and subject, in the Latest Company case of the Unaudited Financial Statements, to (A) the absence of normal year-end audit adjustments set forth on Section 4.7(a) of the Disclosure Letter that will not, individually or in the aggregate, be material and (B) the absence of related footnotes. (b) Except (i) as set forth in the Audited Financial Statements (including the footnotes thereto) or the Interim Balance Sheet, and (iiiii) Liabilities for liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Interim Balance Sheet that would are not reasonably be expectedmaterial, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letterand the Company Subsidiaries, the Company has no assets, and the Company Subsidiaries do not have any liabilities, debtsIndebtedness, claims debts or obligations of any naturenature (whether known or unknown, whether known, unknownabsolute, accrued, absolutecontingent or otherwise), direct whether or indirect, other than the ownership not required by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required GAAP to be furnished reflected or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied reserved against on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries balance sheet of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)Company Subsidiaries. (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed Except as set forth in accordance with the general or specific authorization Financial Statements, as of the management date hereof, neither the Company nor any Company Subsidiary maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP Securities and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsCommission. (d) Neither the Company nor any of its Subsidiaries is a party to, or Company Subsidiary has any commitment outstanding and unforgiven loans that were granted pursuant to become a party to, any joint venture, off-balance sheet partnership the CARES Act or any similar contract, agreement or arrangement laws (including any contract, agreement or arrangement relating pursuant to any transaction or relationship between or among the Paycheck Protection Program). All information submitted by the Company or any Company Subsidiary to any Governmental Authority in connection with the provision of its Subsidiariesany federal, on state and local COVID-19 related relief was true and correct at the one hand, and any unconsolidated Affiliatetime of submission, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) and all certifications made by such member of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company Group on any application form submitted in connection therewith. The Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) applicable Company Subsidiary has submitted all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number attestation documentation required with respect to the Operating Subsidiary prior receipt and retention of any such relief, and has complied with all applicable laws, regulations and guidance promulgated with respect to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amountsuch relief.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesSeller Parent has filed or otherwise transmitted all forms, debtsreports, claims or obligations of any nature of the Company or its Subsidiariesstatements, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement certifications and other document documents (including exhibits all exhibits, amendments and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries it with the SEC Securities and Exchange Commission (the “SEC”) since December 28January 1, 2012 (all such documentsforms, together with any reports, statements, certificates and other documents filed with since January 1, 2012 and prior to the SEC by the Operating Subsidiary and its Subsidiaries during such perioddate hereof, including all exhibits and other information incorporated therein and any amendments or supplements theretocollectively, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to ). As of their respective dates, or, if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of SOX the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”) and the Securities Exchange Act or of 1934, as amended, and the Securities applicable rules and regulations promulgated thereunder, (the “Exchange Act, ) as the case may be, and each as in effect on the rules and regulations date so filed. As of the SEC promulgated thereunder applicable to such Company SEC Document and their respective filing dates (ii) did not at the time it was filed (or or, if amended or superseded by a subsequent filing or amendment prior to the date hereof, as of this Agreement, then at the time date of such filing amendment or amendment) contain superseding filing), none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements of Seller Parent (including any related notes thereto) included in the Company SEC Documents together, in the case of a year-end statement, with reports thereon by Battelle Xxxxx Kingston LLP, Certified Public Accountants, the independent auditors of Seller Parent for the periods included therein, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of stockholders’ equity and a consolidated statement of cash flows, and accompanying notes (Athe “Seller Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries at the applicable Subsidiaries of the Company as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods shown indicated. The consolidated balance sheets (including the related notes) included in the Seller Financial Statements fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as at the respective dates thereof, and the consolidated statements of income, consolidated statements of stockholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Seller Financial Statements present fairly in all material respects the consolidated results of operations, stockholders’ equity and cash flows of Seller Parent and its Subsidiaries for the respective periods indicated, except as otherwise noted therein. The unaudited consolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 29, 2013 have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except that as may be indicated in the unaudited statements notes thereto or may not contain footnotes be permitted by the SEC under the Exchange Act) and are fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as of the respective dates thereof and the results of their operations and cash flows for the periods indicated (subject to normal yearperiod-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “Seller Parent maintains disclosure controls and procedures” procedures (as defined in Rules Rule 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required relating to be disclosed by the Company and Seller Parent, including its Subsidiaries in the reports that they file or submit under the Exchange Act Subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required made known to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and the chief financial officer of the Operating Subsidiary to make the certifications required Seller Parent by others within those entities. Seller Parent maintains internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with respect to such reportsGAAP. (d) Neither There are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of Sellers, as of the date hereof, none of the Company SEC Documents are the subject of ongoing SEC review. (e) To the Knowledge of the Sellers, neither Seller Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership material Liabilities or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure obligations of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraudnature, whether or not materialaccrued, that involves management known or other employees who have unknown, contingent or otherwise, and whether required by GAAP to be disclosed or reflected on or reserved against a significant role consolidated balance sheet (or the notes thereto) of Seller Parent and its Subsidiaries, except for liabilities and obligations (i) reflected or reserved against in Seller Parent’s consolidated balance sheet as of September 28, 2014 (or the notes thereto) (the “Balance Sheet”) included in the Operating Subsidiary’s internal controls over financial reporting. For purposes Company SEC Documents, (ii) incurred in the Ordinary Course of this Agreement, Business since the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) date of the Exchange Act. Balance Sheet, (giii) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party which have been discharged or paid in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary full prior to the date hereof of this Agreement and (iv) incurred pursuant to the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amounttransactions contemplated by this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations The consolidated financial statements of GAFRI (including any nature of notes and schedules thereto) included in the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except GAFRI SEC Documents (i) Liabilities disclosed in Section 3.4(a) complied as of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed their respective dates as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (Bii) was were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (exceptexcept as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K the rules and regulations of the SEC) applied on a consistent basis during the periods involved involved, (except as may be indicated in the notes theretoiii) and fairly presented are consistent, in all material respects respects, with the books and records of GAFRI and its Subsidiaries, and (iv) fairly present, in all material respects, the consolidated financial position of the applicable GAFRI and its consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown therein indicated (subject, in the case of unaudited statements, to normal year-end and audit adjustments which were not expected to be material in amount). (b) Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of GAFRI included in its annual report on Form 10-K for the fiscal year ended December 31, 2006, (ii) as set forth, reflected or reserved against in any consolidated balance sheet (including the notes thereto) of GAFRI included in any other GAFRI SEC Documents filed with the SEC after the filing date of such annual report, (iii) for liabilities and obligations incurred since December 31, 2006 in the usual, regular and ordinary course of business consistent with past practice and not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, neither GAFRI nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except in each case for such liabilities and obligations which could not reasonably be expected to have a GAFRI Material Adverse Effect. (c) The annual statement for the fiscal year ended December 31, 2006 of each Material Subsidiary that is an insurance company, copies of which have been made available to Parent prior to the unaudited statements date hereof, fairly present in all material respects each such Material Subsidiary’s respective financial condition as of the dates thereof and their respective results of operations and cash flows for the periods then ended in conformity with SAP, except as may not contain footnotes be reflected in the notes thereto and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined other information contained in Rules 13a-15(e) and 15d-15(e) under such annual statements presents in all material respects the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries contained therein in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act conformity with respect to such reportsSAP consistently applied. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There Attached hereto as Schedule 3.6(a) of the Disclosure Schedules are no liabilities, debts, claims or obligations of any nature the audited consolidated balance sheet of the Company or and its Subsidiaries as at June 30, 2012, June 30, 2013 and June 30, 2014, and the related audited consolidated statements of income, member’s capital and cash flows of the Company and its Subsidiaries, whether knowntogether with all related notes and schedules thereto, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or accompanied by the reports thereon of the Company’s independent auditors (collectively referred to become due (as the “LiabilitiesFinancial Statements”), except . Each of the Financial Statements (i) Liabilities disclosed in Section 3.4(a) have been prepared from the books and records of the Company Disclosure Letter, and its Subsidiaries; (ii) Liabilities have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. (b) Except as and to the extent reflected adequately accrued or reserved against in the Latest audited consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2014 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet” and such date, the “Balance Sheet Date” ), neither the Company nor any of its Subsidiaries has incurred, since the Balance Sheet Date, any indebtedness, obligation or other liability, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, in each case, that would be required by GAAP to be set forth on the Balance Sheet, except for (iiii) Liabilities those liabilities set forth on Schedule 3.6(b), (ii) liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet Date or (iii) liabilities that would not reasonably be expectedare not, individually or in the aggregate, material to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations any of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)Subsidiaries. (c) The books of account and financial records of the Company and its Subsidiaries represent actual, bona fide transactions, and have established been maintained in accordance with sound business practices. The Company or its Subsidiaries are in control of, and maintained systems possess all rights of ownership in, the books of account and financial records covering the operations of the Company and its Subsidiaries since January 1, 2010. (d) The Company and its Subsidiaries maintain a system of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that that: (i) all transactions are executed in accordance with the management’s general or specific authorization of the management of the Company, authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets assets; and (iii) the recorded accountability for access to assets is compared permitted only in accordance with management’s general or specific authorization. Except as specifically disclosed in the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Financial Statements, the Company has no significant deficiencies or material weaknesses in the design or operation of its “disclosure controls and proceduresinternal control over financial reporting” (as defined in Rules 13a-15(eRule 13a-15(f) and 15d-15(e) under of the Exchange Act). (e) utilized by To the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms knowledge of the SEC and that all such information required to be disclosed is accumulated and communicated to the management Company, there has been no incidence of fraud since inception of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer that involves any current or former directors, officers or employees of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsCompany. (df) Neither Schedule 3.6(f) of the Disclosure Schedules lists, and the Company nor any has delivered to Parent copies of its Subsidiaries is a party tothe documentation creating or governing, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, all securitization transactions and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under of the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving SEC) effected by the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act2011. (g) The Signing Underfunded Amount is equal Schedule 3.6(g) of the Disclosure Schedules lists all indebtedness owed to the Underfunded Amount as Company or any of November 30, 2013 net its Subsidiaries by any employee of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation Company or any of such number with respect to the Operating Subsidiary prior to its Subsidiaries or any Holder. (h) As of the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amounthereof, there is no outstanding Funded Indebtedness.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The audited consolidated balance sheet of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since as of December 2831, 2012 (such documentsand 2011, and the related audited consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2012, together with any documents filed with the SEC all related notes and schedules thereto, accompanied by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, reports thereon of the Company’s independent auditors (collectively referred to as the “Company SEC DocumentsFinancial Statements”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or unaudited condensed consolidated balance sheet of the Securities ActCompany and its Subsidiaries as of March 31, as 2013 (the case may be“Balance Sheet”), and the rules related condensed consolidated statements of operations and regulations cash flows of the SEC promulgated thereunder applicable Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to such Company SEC Document and (ii) did not at as the time it was “Interim Financial Statements”), have been filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with on the SEC's EXXXX system. Each of the consolidated financial statements included Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the Company SEC Documents notes thereto), (Aii) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was has been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and (iii) fairly presented presents, in all material respects respects, the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated position, results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the reports case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that they file will not, individually or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to aggregate, be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsmaterial. (db) Neither the Company nor any There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in the Company’s accordance with GAAP, other than any such debts, liabilities or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors obligations (i) all known “significant deficiencies” and “material weaknesses” in reflected or reserved against on the design Interim Financial Statements, the Financial Statements or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to recordnotes thereto, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role incurred since the date of the Balance Sheet in the Operating Subsidiary’s internal controls over financial reporting. For purposes ordinary course of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither business of the Company nor any of and its Subsidiaries isSubsidiaries, or has at any time since January 1(iii) that are not, 2008 beenindividually or in the aggregate, subject material to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActCompany. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature Each of the Company or its Subsidiariesfinancial statements listed on Section 3.6(a) of the Companies Disclosure Schedules (including, whether knownin each case, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due any related notes thereto) as of their respective dates (the “LiabilitiesCompany Financials”), except ): (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and requirements, (Bii) was were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC“GAAP”) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position condition of MOAC as at the applicable Subsidiaries of the Company as of the respective dates thereof and the consolidated results of their the MOAC’s operations and cash flows for the periods shown (except that indicated. The consolidated balance sheet of MOAC as of December 31, 2007 is hereinafter referred to herein as the unaudited statements may “Company Balance Sheet,” and December 31, 2007 is hereinafter referred to herein as the “Company Balance Sheet Date”. Except as noted in the opinions contained in the Company Financials, the Company Financials and opinions were rendered without qualification or exception and were not contain footnotes and are subject to normal year-end audit adjustments)any contingency. No event has occurred since the preparation of the Company Financials that would require a restatement of the Company Financials under GAAP other than by reason of a change in GAAP. (cb) The Company and its Subsidiaries have established and maintained systems Except as set forth in the Companies Disclosure Schedules, neither of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that the Companies has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) all transactions are executed liabilities or obligations disclosed or provided for in accordance with the general Company Financials or specific authorization of the management of the Companynotes thereto, (ii) transactions are recorded as necessary liabilities or obligations incurred in the ordinary course of business or otherwise that individually or in the aggregate have not had and would not reasonably be expected to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and have a Material Adverse Effect, (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) express obligations or liabilities under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated Contracts entered into prior to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes date of this Agreement, (iv) express obligations or liabilities under Contracts entered into after the terms “significant deficiency” date of this Agreement, provided that such Contracts are permitted under this Agreement, (v) liabilities included in Working Capital and “material weakness” shall have (vi) commitments entered into after the meanings assigned date of this Agreement to them by the Public Company Accounting Oversight Board purchase fleet or equipment for lease or sale set forth in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d3.6(b) of the Exchange ActCompanies Disclosure Schedules. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature Clissold has delivered to the WOC Stockholders copies of the Company or its SubsidiariesFinancial Statements. The Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the consolidated financial condition, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debtsreserves, claims or obligations expenses, results of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all operations and cash flows of the outstanding shares of common stock Company, as of the Operating Subsidiary. (b) Each reportdates, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by for the Operating Subsidiary and its Subsidiaries periods indicated. The Financial Statements are in accordance with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary books and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations records of the SEC promulgated thereunder applicable to such Company SEC Document Company, do not reflect any transactions which are not bona fide transactions and (ii) did do not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. (b) Except as set forth in the Financial Statements, the Company has no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due. The On February 25, 1995, the Company transferred all right, title and interest in and to the mining claims (the "Mining Claims") and the patents (the "Patents") referred to in Note 1 of the Financial Statements, and the Company is notnot subject to any liabilities with respect to the Mining Claims, and has not been since December 28the Patents, 2012, required the operations with respect to furnish the properties purportedly subject to such Mining Claims or file any report, schedule, form, statement or other document with the SEC. Each transactions pursuant to which Clissold acquired control of the consolidated financial statements included in Company. Neither Clissold nor the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are is subject to normal year-end audit adjustments)any claim of Ralexxx Xxxxxxxx xx any kind whatsoever, including, without limitation, any claim for any liabilities, debts, obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due. (c) The Except as set forth in the Financial Statements, neither Clissold nor the Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect has prepared, is in possession of, or has been provided with, any document that lists or otherwise discloses any liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management become due, of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesThe Financial Statements present fairly the consolidated financial position, debts, claims or obligations of any nature assets and liabilities of the Company or its Subsidiariesand the Subsidiary as of the dates thereof and the consolidated revenues, whether knownexpenses, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) results of operations and cash flows of the Company Disclosure Letter, (ii) Liabilities to and the extent reflected or reserved against Subsidiary for the periods covered thereby and changes in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) financial position of the Company Disclosure Letterand the Subsidiary as of the dates and for the periods covered thereby, in each case in conformity with GAAP applied consistently during such periods in accordance with the past accounting practices of the Company, subject (in the case only of any unaudited, interim financial statements included in the Financial Statements) to normal year-end audit adjustments required by the independent auditors of the Company has no assets, liabilities, debts, claims or obligations in conformance with GAAP. The Financial Statements are in accordance with the books and records of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities ActSubsidiary, as the case may be, do not reflect any transactions which are not bona fide transactions and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did do not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. (b) The Financial Statements, including the notes thereto, make full and adequate disclosure of, and provision for, all material obligations and liabilities of the Company and the Subsidiary as of the date thereof. The Company is notand the Subsidiary have no liabilities, debts, claims or obligations (including “off-balance sheet” liabilities, debts, claims or obligations), whether accrued, absolute, contingent or otherwise, and has not been whether due or to become due, other than (i) as set forth on Schedule 3.5 or in the Latest Balance Sheet and (ii) trade payables and accrued expenses incurred in the ordinary course of business since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each date of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)Latest Balance Sheet. (c) The Closing Balance Sheet will present fairly the consolidated financial position, assets and liabilities of the Company and its Subsidiaries the Subsidiary as at the close of business on the date thereof and will have established and maintained systems of internal accounting controls been prepared in conformity with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed GAAP applied consistently in accordance with the general or specific authorization accounting practices of the management Company used in preparation of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements Financial Statements. The Closing Balance Sheet will be in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared accordance with the existing assets at reasonable intervals books and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by records of the Company and its Subsidiaries the Subsidiary, will not reflect any transactions which are not bona fide transactions and will not contain any untrue statements of a material fact or omit to state any material fact necessary to make the statements contained therein, in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms light of the SEC circumstances in which they will be made, not misleading. The Closing Balance Sheet will make full and that adequate disclosure of, and provision for, all such information required to be disclosed is accumulated material obligations and communicated to the management liabilities of the Company and the Subsidiary as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating date thereof. On the Closing Date, the Company and the Subsidiary will have no liabilities, debts, claims or obligations (including “off-balance sheet” liabilities, debts, claims or obligations), whether accrued, absolute, contingent or otherwise, due, or to make become due, except as set forth on Schedule 3.5 or on the certifications required under the Exchange Act with respect to such reportsClosing Balance Sheet. (d) Neither the The Company nor any has never paid a distribution to its members in respect of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statementstheir membership interests. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There The Company has delivered to Acquirer its audited, consolidated financial statements for the 12-month periods ended December 31, 2021, December 31, 2020 and December 31, 2019 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are no liabilitiesincluded as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company and its Subsidiaries in all material respects, debts(ii) complied in all material respects as to form with applicable accounting requirements with respect thereto as of their respective dates, claims or obligations (iii) fairly and accurately present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods therein specified, and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company and its Subsidiaries do not have any Liabilities of any nature other than (i) those set forth and adequately provided for in the balance sheet included in the Financial Statements as of December 31, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”) (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business, and do not result from any breach of Contract, warranty, infringement, tort or violation of Law, (iii) the Unpaid Company Transaction Expenses, (iv) those that are executory obligations under the Contracts of the Company and its Subsidiaries made available to Acquirer, or (v) those that would not, or would not reasonably be expected to, be material to the Company or the Business. Except for Liabilities reflected in the Financial Statements, none of the Company or any of its Subsidiaries has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any of its Subsidiaries. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. The Financial Statements comply in all material respects with the Financial Accounting Standards Board Accounting Standards Codification Topic 606. Without limiting the generality of the foregoing, whether knownnone of the Company or any of its Subsidiaries has, unknownin the past three years, accruedguaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, absolutecorrect and complete list of all Company Debt, direct including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or indirect, contingent other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or otherwise, whether due or any of its Subsidiaries maintains accounts and the names of all Persons authorized to become due make withdrawals therefrom. (e) The accounts receivable of the Company and its Subsidiaries (the “LiabilitiesAccounts Receivable”), except ) as reflected on the Company Balance Sheet arose in the ordinary course of business and represent bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) Liabilities disclosed arose or shall arise in Section 3.4(athe ordinary course of business, and (ii) represented or shall represent bona fide claims against debtors for sales and other charges. None of the Accounts Receivable is subject to any outstanding written claim of offset, recoupment, set-off or counter-claim. Except as listed on Schedule 2.4(e) of the Company Disclosure Letter, no Person has any Encumbrance on any Accounts Receivable (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustmentsPermitted Encumbrances). (cf) The Company and its Subsidiaries have has established and maintained systems maintains a system of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made in accordance with appropriate authorizations of its management and the general or specific authorization of the management of the CompanyCompany Board in all material respects, (ii) that transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP in all material respects and (B) to maintain accountability for assets assets, and (iii) for the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file prevention or submit under the Exchange Act is recordedtimely detection of unauthorized acquisition, processed, summarized and reported within the time periods specified in the rules and forms use or disposition of the SEC and that all such information required to be disclosed is accumulated and communicated assets of Company. In the past three years, none of the Company, the Company’s independent auditors nor, to the management knowledge of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party toCompany, any joint venturecurrent or former employee, off-balance sheet partnership consultant or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among director of the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose has identified or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure been made aware of any material transaction involving fraud, whether or not material, that involves Company’s management or other current or former employees, consultants or directors of the Company or any of its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company’s , or such Subsidiary’s financial statements. (e) Since January 1any claim or allegation regarding any of the foregoing. None of the Company, 2010its Subsidiaries or, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee knowledge of the Operating Subsidiary’s board Company, any Representative of directors (i) all known “the Company or any of its Subsidiaries has, in the past three years, received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries, any of their internal accounting controls or any material inaccuracy in the financial statements of the Company. There are no significant deficiencies” and “deficiencies or material weaknesses” weaknesses in the design or operation of the internal controls over financial reporting of the Company that are would reasonably likely be expected to adversely affect in any material respects the Operating Subsidiary’s ability of the Company to record, process, summarize and report financial informationdata. At the Company Balance Sheet Date, and there were no material loss contingencies (iias such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) any known fraud, whether or that are not material, that involves management or other employees who have a significant role adequately provided for in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them Company Balance Sheet as required by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actsuch Topic 450. (g) The Signing Underfunded Amount is equal Except for the PPP Loan, none of the Company or any of its Subsidiaries has ever applied for or accepted (i) any loan pursuant to the Underfunded Amount as PPP in Section 1102 and Section 1106 of November 30the CARES Act, 2013 net respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of taxes calculated the CARES Act or (iii) any similar grant or loan from any Governmental Entity. All amounts borrowed under, or that were at a 37.8% tax rateany time outstanding under, as determined by an unaffiliated third party in accordance with the customary terms PPP Loan have been forgiven without any further Liability to the Company or any of its Subsidiaries, and procedures utilized for the calculation consummation of the Transactions will not give rise to any cancellation of such number forgiveness or obligation to repay any amount with respect to the Operating Subsidiary prior PPP Loan. With respect to the date hereof PPP Loan, (i) the Company and the its Subsidiaries have been in compliance with, in all material respects, all terms and procedures that will be utilized conditions of the PPP Loan and with all Laws relating to the PPP Loan, and all applicable regulations and guidance issued by any Governmental Entity or applicable financial institution; (ii) all representations and certifications made or executed by the Company, any of its Subsidiaries or any of their respective Representatives pertaining to the PPP Loan (including the application for the calculation PPP Loan or any request for forgiveness of any or all of the Closing Underfunded Amountamount loaned through the PPP Loan) were current, accurate, and complete in all material respects as of their effective date; (iii) no Governmental Entity or other Person has notified the Company or any of its Subsidiaries in writing or, to the knowledge of the Company, orally, of any actual or alleged material violation or breach of any statute, regulation, representation, certification, Law, disclosure obligation, or Contract term with respect to the PPP Loan; and (iv) to the knowledge of the Company, there are no investigations, lawsuits, or audits completed, underway, announced, or threatened, in each case, in writing or, to the knowledge of the Company, orally, by any Governmental Entity or any other Person (including any financial institution or whistleblower) pertaining to the PPP Loan.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesThe unaudited balance sheet of each Acquired Company as of June 15, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due 2001 (the “Liabilities”)"Interim Balance Sheet") and the related statements of --------------------- income of each Acquired Company for the fiscal period then ended, except complete and correct copies of which shall be furnished to SNH on or before September 15, 2001, present fairly, in all material respects, the financial condition and results of operations of such Acquired Company as at such date and for such period, as the case may be. (b) The audited consolidated balance sheets of CSL and its Subsidiaries as at January 1, 1999, December 31, 1999 and December 29, 2000, and the related consolidated statements of income and cash flows for the fiscal years then ended, complete and correct copies of which shall be furnished to SNH on or before September 15, 2001, present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows of CSL and its Subsidiaries as at such dates and for such fiscal years, as the case may be. (c) Except (i) Liabilities disclosed in Section 3.4(a) as and to the extent of the Company Disclosure Letteramounts specifically reflected or reserved on the Interim Balance Sheet, (ii) Liabilities to the extent reflected or reserved against obligations under Contracts and other liabilities entered into in the Latest Company ordinary course of business and consistent with past practice and not in excess of current requirements which are not required by GAAP to be reflected on the Interim Balance Sheet, and (iii) Liabilities liabilities and obligations incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Interim Balance Sheet that would not reasonably be expectedSheet, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the no Acquired Company has no assets, liabilities, debts, claims any liabilities or obligations of any nature, nature (whether known, unknownabsolute, accrued, absolute, direct contingent or indirect, other than the ownership by the Company of all otherwise) that would be required to be reflected on a consolidated balance sheet of the outstanding shares of common stock of Acquired Company or in the Operating Subsidiarynotes thereto prepared in accordance with GAAP. (bd) Each reportOn the Closing Date, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments all real property owned or supplements thereto) required leased by the Acquired Companies will continue to be furnished owned or filed leased by the Operating Subsidiary Acquired Companies "AS IS and its Subsidiaries with the SEC since December 28WHERE IS", 2012 but subject to no liabilities (such documentswhether absolute, together with any documents filed with the SEC by the Operating Subsidiary accrued, known, or unknown, contingent or otherwise and its Subsidiaries during such period, including all exhibits and whether due or to become due) other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) than (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to Ground Lease, Capital Leases, the date of this Agreement)Mortgage Loans, complied in all material respects with the applicable requirements of SOX Unsecured Loans, the Boynton Beach Mortgage Loan and the Exchange Act or the Securities ActNew Loan, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at liabilities incurred by MSLS in the time it was filed (or if amended or superseded by a filing or amendment prior to the date ordinary course of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary business in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document accordance with the SECOperating Agreements and (iii) those liabilities set forth on the appropriate Title Commitment for the Property (provided that the exclusion provided in this clause (iii) shall not limit the right of SNH to object to any such liability nor limit any obligation of CLJ to cure any title exception objected to by SNH under Section 5.2 or ----------- 5.3). Each of the consolidated ---- (e) The financial statements included referred to in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was this Section 3.8 have ----------- been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated set forth in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The financial statements of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (Ai) complied at the time it was filed comply as to form in all material respects with all applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC Exchange Act, (ii) are in conformity with respect thereto and United States generally accepted accounting principles (B) was prepared in accordance with GAAP "GAAP"), applied on a consistent basis (except, except in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the related notes and schedules thereto) and (iii) fairly presented present in all material respects the consolidated financial position of the applicable Company and its consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (except that subject, in the case of unaudited statements may not contain footnotes and are subject statements, to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed . Except as set forth in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management Schedule 4.8 of the Company Disclosure Schedule and except as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither set forth in the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, SEC Documents filed and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed publicly available prior to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes date of this Agreement, and except for liabilities and obligations incurred in the terms “significant deficiency” ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet included in the Company SEC Documents filed and “material weakness” shall have publicly available prior to the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiarydate of this Agreement, neither the Company nor any of its Subsidiaries ishas any liabilities or obligations of any nature (whether accrued, absolute, contingent or has at any time since January 1, 2008 otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto. To the knowledge of the Company the books and records of the Company and its Subsidiaries have been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30and are being, 2013 net of taxes calculated at a 37.8% tax ratemaintained, as determined by an unaffiliated third party in all material respects, in accordance with the customary terms GAAP and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof any other applicable legal and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amountaccounting requirements.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations The Company has delivered to the Buyer copies of any nature (i) the audited consolidated balance sheet of the Company or its Subsidiariesas of January 3, whether known2015, unknownDecember 28, accrued2013 and December 29, absolute2012 and the related audited consolidated statements of operations and comprehensive income, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) members’ deficit and cash flows of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date for each of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documentsyears then-ended, together with any documents filed with the SEC all related notes and schedules thereto, accompanied by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, report thereon of the Company’s independent auditors (collectively referred to as the “Company SEC DocumentsFinancial Statements”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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 unaudited consolidated balance sheet of the circumstances under which they were madeCompany as of September 30, not misleading2015 (the “Balance Sheet”) and the related consolidated statements of operations, comprehensive income, members’ deficit and cash flows of the Company for the nine (9) month period then-ended (collectively with the Balance Sheet, the “Interim Financial Statements”). The Company is not, Financial Statements and has not the Interim Financial Statements have been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with derived from the SEC. Each books and records of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved its Subsidiaries (except as may be indicated in the notes thereto) and were prepared in accordance with GAAP and fairly presented present, in all material respects respects, the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated position, results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries Subsidiaries, as at the respective dates thereof and for the respective periods indicated therein, except as may otherwise be noted therein and subject, in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC Interim Financial Statements, to normal and that all such information required to be disclosed is accumulated recurring year-end adjustments, the absence of notes and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsany other adjustments described therein. (db) Neither the Company nor any of its Subsidiaries is a party toThere are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, or has any commitment to become a party tomatured or unmatured, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Interim Financial Statements, the Financial Statements, or the notes thereto, (ii) incurred since the date of the Balance Sheet in the ordinary course of business of the Company and its Subsidiaries, or (iii) that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. (c) Each Blocker is a holding company with no significant operations and no significant assets other than its ownership interest in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries isNo Blocker has, or has at ever had, any time since January 1employees (but excluding officers), 2008 been, subject to the reporting requirements of Section 13(a) leased employees or 15(d) of the Exchange Actcontractors. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations True and complete copies of any nature the audited consolidated balance sheet of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with as at August 31, 2014, August 31, 2015 and August 31, 2016, and the SEC since December 28related audited consolidated statements of income, 2012 (such documentsstockholders’ equity and cash flows, together with any documents filed with the SEC all related notes and schedules thereto, accompanied by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, reports thereon of the Company’s independent auditor (collectively referred to as the “Company SEC DocumentsFinancial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2016, and the related consolidated statements of income, stockholders’ equity and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) at the time filed (are correct and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied complete in all material respects and have been prepared in accordance with the applicable requirements of SOX books and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations records of the SEC promulgated thereunder applicable to such Company SEC Document and its Subsidiaries, (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not have been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and (iii) fairly presented present, in all material respects respects, the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated position, results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the reports case of the Interim Financial Statements, to normal and recurring year-end adjustments that they file will not, individually or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules aggregate, be material. (b) Except as and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management extent adequately accrued or reserved against in the audited consolidated balance sheet of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party toas at August 31, or has any commitment to become a party to2016 (such balance sheet, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, together with all related notes and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010schedules thereto, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating SubsidiaryBalance Sheet”), neither the Company nor any of its Subsidiaries ishas any liability or obligation of any nature, whether accrued, absolute, contingent or has at any time since January 1otherwise, 2008 been, subject whether known or unknown and whether or not required by GAAP to the reporting requirements of Section 13(a) or 15(d) be reflected in a consolidated balance sheet of the Exchange ActCompany and its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date. (gc) The Signing Underfunded Amount is equal to books of account and financial records of the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party Company and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amountsound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations True and complete copies of any nature the audited balance sheets of the Company or and its Subsidiariesconsolidated Subsidiaries as at December 31, whether known2019 and 2020 (each, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the a “LiabilitiesBalance Sheet”), except (i) Liabilities disclosed and the related audited statements of income, retained earnings, stockholders’ equity and changes in Section 3.4(a) financial position of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its consolidated Subsidiaries with for the SEC since fiscal years ended December 2831, 2012 (such documents2019 and 2020, together with any documents filed with the SEC by the Operating Subsidiary all related notes and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, schedules thereto (collectively referred to as the “Company SEC DocumentsFinancial Statements”) are set forth on Schedule 4.6(a) of the Company Disclosure Schedules. Each of the Financial Statements (i) at the time filed (are correct and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied complete in all material respects and have been prepared in accordance with the applicable requirements of SOX books and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations records of the SEC promulgated thereunder applicable to such Company SEC Document and its consolidated Subsidiaries, (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not have been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and (iii) fairly presented present, in all material respects respects, the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated position, results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods shown indicated therein, except as otherwise noted therein. (b) Except as and to the extent adequately accrued or reserved against in the Financial Statements, the Company and its consolidated Subsidiaries do not have any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company and its consolidated Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the most recent Balance Sheet included in the Financial Statements, that are not, individually or in the unaudited statements may not contain footnotes aggregate, material to the Company and are subject to normal year-end audit adjustments)its consolidated Subsidiaries. (c) The Company books of account and its Subsidiaries have established and maintained systems financial records of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its consolidated Subsidiaries are true and correct in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsmaterial respects. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The financial statements of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (Ai) complied at the time it was filed comply as to form in all material respects with all applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC Exchange Act, (ii) are in conformity with respect thereto and United States generally accepted accounting principles (B) was prepared in accordance with GAAP "GAAP"), applied on a consistent basis (except, except in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the related notes and schedules thereto) and (iii) fairly presented present in all material respects the consolidated financial position of the applicable Company and its consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (except that subject, in the case of unaudited statements may not contain footnotes and are subject statements, to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed . Except as set forth in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management Schedule 4.8 of the Company Disclosure Schedule and except as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither set forth in the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, SEC Documents filed and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed publicly available prior to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes date of this Agreement, and except for liabilities and obligations incurred in the terms “significant deficiency” ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet included in the Company SEC Documents filed and “material weakness” shall have publicly available prior to the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiarydate of this Agreement, neither the Company nor any of its Subsidiaries ishas any liabilities or obligations of any nature (whether 9 14 accrued, absolute, contingent or has at any time since January 1, 2008 otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto. To the knowledge of the Company the books and records of the Company and its Subsidiaries have been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30and are being, 2013 net of taxes calculated at a 37.8% tax ratemaintained, as determined by an unaffiliated third party in all material respects, in accordance with the customary terms GAAP and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof any other applicable legal and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amountaccounting requirements.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature True and complete copies of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or Financial Statements have been made available to become due (Buyer and are included in Section 3.6(a) of the “Liabilities”), except Seller Disclosure Schedules. The Financial Statements (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letterfairly present, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with respects, the applicable requirements combined financial position and results of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations operations of the SEC promulgated thereunder applicable to such Company SEC Document businesses described therein as of the dates indicated therein and for the periods covered thereby, and (ii) did not at were derived from the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, financial reporting systems and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was Seller Parent, which consolidated financial statements were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during consistently throughout the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (covered thereby, except that the unaudited statements Financial Statements (A) may reflect certain allocations of costs of Seller attributable to the Aspen Business that may not contain footnotes and are reflect what would have been incurred if the Aspen Business had operated on a stand-alone basis during such periods, (B) may be subject to normal year-end audit adjustmentsadjustments and (C) do not include footnotes and other presentation items, none of which items described in clauses (A) or (B), would reasonably be expected to be material to the Acquired Group Companies, taken as a whole. (cb) The Company and its Subsidiaries Acquired Group Companies do not have established and maintained systems of internal accounting controls any Liabilities required to be reflected on a balance sheet prepared in accordance with respect to their businesses sufficient to provide reasonable assurances that GAAP, except for Liabilities (i) all transactions that are executed adequately reserved against in accordance with the general or specific authorization of the management of the CompanyBalance Sheet, (ii) transactions are recorded as necessary to permit that have been incurred in the preparation Ordinary Course of financial statements in conformity with GAAP and to maintain accountability for assets and Business (taking into account all COVID-19 Actions) since the Balance Sheet Date (none of which arises out of any breach of Contract, warranty, tort, infringement, misappropriation or violation of applicable Law), (iii) the recorded accountability for assets is compared with the future performance under existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” Contracts, or (as defined in Rules 13a-15(eiv) and 15d-15(e) under the Exchange Act) utilized by the Company are that would not reasonably designed to ensure that material information required be expected to be disclosed material to the Acquired Group Companies, taken as a whole, or prevent or materially impede, impair or delay the Seller or the Acquired Group Companies from consummating the transactions contemplated by this Agreement or the Company Ancillary Agreements or otherwise prevent Seller or the Acquired Group Companies from preforming their respective obligations hereunder and its Subsidiaries thereunder. Except as set forth in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms Section 3.6(b) of the SEC and that all such information required to be disclosed Seller Disclosure Schedules, no Acquired Group Company is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement Contract relating to any transaction or relationship between or among the Company or any of its SubsidiariesAcquired Group Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-off balance sheet arrangements” arrangement (as defined in Item 303(a) of Regulation S-K under promulgated by the U.S. Securities and Exchange ActCommission)). (c) Seller Parent has established and administered a system of internal accounting controls that are designed to provide reasonable assurance regarding the reliability of financial reporting. In the past three (3) years, where there has not been (i) any significant deficiency or material weakness in any system of internal accounting controls used by the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company Seller or any of its Subsidiaries Affiliates, (ii) to the Knowledge of the Seller, any fraud or other wrongdoing that involves any of the management or other employees of the Seller or any of its Affiliates who have a role in the Company’s preparation of financial statements or such Subsidiary’s financial statementsthe internal accounting controls used by Seller and its Affiliates, in each case, that relate to the Acquired Group Companies, or (iii) any claim or allegation regarding any of the foregoing. (ed) Since January 1, 2010, the Operating Subsidiary’s principal executive officer Seller and its principal financial officer Affiliates have disclosed made and kept books, records and accounts with respect to the Operating Subsidiary’s auditors Aspen Business that have been maintained in material compliance with applicable accounting requirements. Seller and the audit committee its Affiliates have devised and maintained a system of the Operating Subsidiary’s board of directors internal accounting controls designed to provide reasonable assurances that (i) all known “significant deficiencies” and “material weaknesses” in information concerning the design or operation Acquired Group Companies is made on a timely basis to the individuals responsible for the preparation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, Financial Statements and (ii) any known fraud, whether or not material, that involves management or other employees who transactions have a significant role in been recorded as necessary to permit the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) preparation of the Exchange ActFinancial Statements. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities“ Liabilities ”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the ““ Company SEC DocumentsDocuments ”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.and

Financial Statements; No Undisclosed Liabilities. (a) There Attached hereto as SCHEDULES 4.4(A) are no liabilitiestrue, debts, claims or obligations of any nature accurate and complete copies of the Company or its SubsidiariesBusiness Financial Statements. The Business Financial Statements present fairly, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may berespects, and fully the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated combined financial position of the applicable Subsidiaries of the Company Business as of the dates thereof and the consolidated results of their operations and cash flows of the Business for the periods shown covered thereby, in each case in conformity with GAAP applied consistently during such periods in accordance with the past accounting practices of Sellers, except (except that i) as set forth in the footnotes thereto or on SCHEDULE 4.4(A), (ii) any unaudited financial statements may not contain footnotes and included in the Business Financial Statements are subject to normal year-year- end audit adjustmentsadjustments consistent with past accounting practices and the audited financial statements of the Business as of January 2, 1998 and made in conformance with GAAP and (iii) the unaudited Business Financial Statements do not contain notes as required by GAAP. (b) To the Knowledge of Sellers, there are no material liabilities, debts, obligations or claims (including pending claims and potential claims), whether accrued, absolute, contingent or otherwise (including "off balance sheet" liabilities), whether due or to become due, that relate to the Business or the Assets, except for any such liabilities, debts, obligations or claims (i) set forth in the balance sheets included in the Business Financial Statements, (ii) disclosed on SCHEDULE 4.4(B) or any other Schedule to this Agreement, (iii) that have arisen in the ordinary course of business of the Business under Contracts not required to be set forth on SCHEDULE 4.14 or (iv) that have arisen in the ordinary course of business of the Business and are substantially the same type and size as have historically arisen in the ordinary course of business of the Business. (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions Business Financial Statements are executed in accordance with the general or specific authorization books and records of the management of the Company, (ii) Sellers and do not reflect any transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2bona fide transactions. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilitiesThe Seller shall deliver to the Buyer at least five days prior to the Closing (i) an estimated profits and loss statement for the Business for the fiscal year ended December 31, debts2016, claims subject to estimates and assumptions included in the schedules thereto and (ii) an estimated profits and loss statement for the Business for the nine (9) month interim period ended September 30, 2017, subject to estimates and assumptions included in the schedules thereto (collectively, the “Financial Statements”). The Financial Statements fairly present the financial position of the Business as of the dates thereof and the results of operations for the periods reflected therein. The Financial Statements, when delivered, will be prepared (i) from the books and records of the Seller pertaining to the Business and (ii) in conformity with the accounting practices consistently applied by the Seller to its financial statements. (b) Since the Business Acquisition Date, the Seller and its Subsidiaries do not have any liability or obligations obligation of any nature arising out of, relating to or affecting the Business, and Sonic does not have any liability or obligation of the Company or its Subsidiariesany nature, in each case whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due known or unknown and whether or not required by GAAP to become due (be reflected in a consolidated balance sheet of the “Liabilities”)Seller and its Subsidiaries or disclosed in the notes thereto, except (ia) Liabilities disclosed for liabilities and obligations incurred in Section 3.4(a) of the Company Disclosure Letterconnection with this Agreement, (iib) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheetfor liabilities, (iii) Liabilities obligations and commitments incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expectedare not, individually or in the aggregate, material to have a Company Material Adverse Effect. Except as set forth on Section 3.4(athe Business or to Sonic, (c) of the Company Disclosure Letter, the Company has no assets, for liabilities, debtsobligations and commitments which have been discharged or paid in full, claims or (d) for executory obligations (other than in respect of any naturebreach of Contract, whether knowntort or violation of applicable Law) relating to the performance of any Seller Contract, unknownto the extent that the existence of such obligations are ascertainable solely by reference to such Seller Contracts, accruedand (e) for fees, absolutecosts and expenses of professional advisors (including investment bankers, direct or indirect, other than the ownership attorneys and accountants) retained by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries Seller in connection with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC transactions contemplated by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company Foreign Specified Entities do not have any liability or obligation of any nature, in each case, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Foreign Specified Entities or disclosed in the notes thereto. Seller and its Subsidiaries do not have established any liability or obligation of any nature, in each case whether accrued, absolute, contingent or otherwise, whether known or unknown and maintained systems whether or not required by GAAP to be reflected in a consolidated balance sheet of internal accounting controls the Seller and its Subsidiaries or disclosed in the notes thereto, with respect to their businesses sufficient to provide reasonable assurances that the DivX consumer business known as the DivX Software (the “DivX Consumer Business”), except for (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary customary support obligations to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting customers that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial informationfor a period consisting of 12 months or less, and (ii) any known fraudliabilities, whether or not material, that involves management or other employees who have a significant role obligations and commitments incurred in the Operating Subsidiary’s internal controls over financial reporting. For purposes ordinary course of this Agreementbusiness consistent with past practice that are not, individually or in the terms “significant deficiency” and “aggregate, material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActDivX Consumer Business. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The consolidated financial statements of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits any notes and other information incorporated therein and any amendments or supplements schedules thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in or incorporated by reference into the Company SEC Documents (Ai) complied at the time it was filed or will comply as of their respective dates as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and as in effect on the date of filing thereof (Bexcept as may be indicated in the notes thereto), (ii) was were prepared or will be prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (exceptexcept as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K the rules and regulations of the SEC) applied on a consistent basis during throughout the periods involved and (except as may be indicated in the notes theretoiii) and fairly presented or will fairly present, in all material respects respects, the consolidated financial position of the applicable Company and its consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown therein indicated (except that subject, in the case of unaudited statements may not contain footnotes and are subject statements, to normal and recurring year-end and audit adjustmentsadjustments as permitted by the rules and regulations of the SEC). (cb) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that Except (i) all transactions are executed as set forth, reflected or reserved against in accordance with the general or specific authorization consolidated balance sheets (including the notes thereto) of the management of Company included in the CompanyCompany SEC Documents or as otherwise disclosed in the Company SEC Documents, (ii) transactions are recorded as necessary to permit for liabilities and obligations incurred since March 31, 2011 in the preparation ordinary course of financial statements in conformity business consistent with GAAP and to maintain accountability for assets and past practice, (iii) liabilities and obligations permitted or contemplated by this Agreement or incurred in connection with this Agreement and the recorded accountability Merger, or (iv) for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined liabilities or obligations which have been discharged or paid in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries full in the reports that they file or submit under the Exchange Act is recordedordinary course of business, processed, summarized and reported within the time periods specified in the rules and forms as of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiarydate hereof, neither the Company nor any of its Subsidiaries ishas any liabilities or obligations of any nature (whether accrued, absolute, contingent or has at any time since January 1otherwise) required by GAAP to be reflected on a consolidated balance sheet (including the footnotes thereof), 2008 beenother than those which would not have, subject to individually or in the reporting requirements of Section 13(a) or 15(d) of the Exchange Actaggregate, a Company Material Adverse Effect. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There The Financial Statements (i) have been prepared from and are in accordance with the books and records of the Company and the Subsidiaries (ii) have been prepared in accordance with GAAP, consistently applied (except as set forth in the footnotes attached thereto) and (iii) present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of the dates thereof and the results of operations, and cash flows of the Company and the Subsidiaries for the periods covered thereby, except that the Interim Financial Statements omit footnotes and are subject to normal year-end adjustments and accruals. The Company has provided Parent with true, complete and correct copies of the Financial Statements in Section 1.1(a) of the Seller Disclosure Letter. (b) The Company and the Subsidiaries have no material liabilities, debts, claims or obligations of any nature of the Company or its Subsidiariesnature, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a3.4(b) of the Company Seller Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet Sheet, (iv) Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement that would are required to be paid from the Merger Consideration as of the Effective Time pursuant to Section 2.10(b) and (v) Liabilities not reasonably required to be expected, individually disclosed on a balance sheet (or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(afootnotes thereto) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was Subsidiaries prepared in accordance with GAAP (except, in a manner consistent with the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)Financial Statements. (c) The Company and its the Subsidiaries have established devised and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or and specific authorization of the management of the Company, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for assets items and (iii) the recorded accountability for assets items is compared with the existing assets actual levels at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of The Company’s and the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Subsidiary’s balance sheet and statements of operations are set forth on Section 3.4(a) 3.8 of the Company Disclosure LetterSchedule and are as of the date(s) and for the periods and interim periods set forth thereon (the “Financial Statements”). The Financial Statements (i) have been prepared from and are in accordance with the books and records of the Acquired Companies in all material respects, and (ii) have been prepared in accordance with GAAP (subject to footnotes and stated assumptions) as applied by the Company on a consistent basis throughout the relevant period. The Financial Statements fairly present the financial condition and operating results of the Company (including the Company Subsidiary) in all material respects, as of the dates and for the periods indicated therein. (b) Except for Liabilities reserved or reflected in the Financial Statements and those Liabilities reflected on the Closing Payment Schedule, no Acquired Company has incurred or accrued any Liabilities, including any Contract Liability, Tax Liability, or Indebtedness, that is required by GAAP to the extent be reflected or reserved against in a balance sheet of such Acquired Company (or in the Latest Company Balance Sheetnotes thereto). To the Knowledge of the Company, there is no existing condition, situation or set of circumstances which would reasonably be expected to result in any such Liability arising other than (iiiA) Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice or pursuant Business subsequent to this Agreement and (iv) Liabilities incurred since the date of the Latest interim Financial Statements that are reflected on the Closing Payment Schedule; and (B) obligations under any Company Balance Sheet Material Contracts that would not can be terminated by the Company in the discretion of the Company without payment, penalty or Liability on no more than thirty (30) days’ notice, to the extent the nature and magnitude of such Liabilities can be reasonably be expectedascertained by reference to the text of such Contracts, which, in the case of (A) and (B), individually or in the aggregate, are not material to have a Company Material Adverse Effect. Except as set forth on the financial condition or operating results of the Acquired Companies. (c) Section 3.4(a3.8(c) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company Schedule provides a breakdown and aging of all accounts receivable, notes receivable and other receivables of the outstanding shares of common stock Acquired Companies as of the Operating Subsidiarydate set forth thereon, which is accurate and complete in all material respects. (bd) Each report, schedule, form, statement and other document All existing accounts receivable of each of the Acquired Companies (including exhibits those accounts receivable reflected on the interim Financial Statements that have not yet been collected and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC those accounts receivable arising since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied the accounts receivable set forth in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (iiSection 3.8(c) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as Disclosure Schedule which have not yet been collected) represent valid obligations of customers of the dates thereof and Acquired Companies arising from bona fide transactions entered into in the consolidated results Ordinary Course of their operations and cash flows for Business. To the periods shown Knowledge of the Company, there is no reason to believe that any material portion of such accounts receivable (except that the unaudited statements may net of recorded reserves) will not contain footnotes and are subject to normal year-end audit adjustments)be collected in full, without any material counterclaim or set off. (ce) In all material respects, each of the Acquired Companies maintains accurate books and records reflecting its assets and Liabilities. The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses maintained by the Acquired Companies are sufficient to provide reasonable assurances that assurance that: (i) all transactions are executed in accordance with the management’s general or specific authorization of the management of the Company, authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iiiiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The consolidated financial statements of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits any notes and other information incorporated therein and any amendments or supplements schedules thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (Ai) complied at the time it was filed as of their respective dates as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (Bii) was were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (exceptexcept as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K the rules and regulations of the SEC) applied on a consistent basis during the periods involved involved, (except as may be indicated in the notes theretoiii) and fairly presented are consistent, in all material respects respects, with the books and records of the Company and its Subsidiaries, and (iv) fairly present, in all material respects, the consolidated financial position of the applicable Company and its consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown therein indicated (except that subject, in the case of unaudited statements may not contain footnotes and are subject statements, to normal year-end and audit adjustmentsadjustments which were not expected to be material in amount). (cb) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that Except (i) all transactions are executed as set forth, reflected or reserved against in accordance with the general or specific authorization consolidated balance sheet (including the notes thereto) of the management of Company included in its annual report on Form 10-K for the Companyfiscal year ended December 31, 2005, (ii) transactions are recorded as necessary to permit set forth, reflected or reserved against in any consolidated balance sheet (including the preparation notes thereto) of financial statements the Company included in conformity any other Company SEC Documents filed with GAAP and to maintain accountability for assets and the SEC after the filing date of such annual report, (iii) for liabilities and obligations incurred since December 31, 2005 in the recorded accountability usual, regular and ordinary course of business consistent with past practice and not otherwise prohibited pursuant to this Agreement or (iv) for assets is compared liabilities and obligations incurred in connection with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership Merger or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any other transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of contemplated by this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries ishas any liabilities or obligations of any nature (whether accrued, absolute, contingent or has at any time since January 1otherwise), 2008 been, subject except in each case for such liabilities and obligations which could not reasonably be expected to the reporting requirements of Section 13(a) or 15(d) of the Exchange Acthave a Company Material Adverse Effect. (gc) The Signing Underfunded Amount is equal to annual statement for the Underfunded Amount as fiscal year ended December 31, 2005 of November 30each of Provident American Life & Health Insurance Company, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance United Benefit Life Insurance Company and Central Reserve Life Insurance Company filed with the customary terms Ohio Department of Insurance and procedures utilized for of Continental General Insurance Company filed with the calculation Nebraska Department of such number with respect Insurance (collectively, the "Company State Regulatory Filings"), copies of which have been made available to the Operating Subsidiary Parent prior to the date hereof hereof, fairly present in all material respects each such Subsidiary's respective financial condition as of the dates thereof and the terms their respective results of operations and procedures that will be utilized cash flows for the calculation of periods then ended in conformity with SAP, except as may be reflected in the Closing Underfunded Amountnotes thereto and subject to normal year-end adjustments. The other information contained in such annual statements presents in all material respects the information required to be contained therein in conformity with SAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (a) There Attached to Section 3.5(a) of the Disclosure Schedule are no copies of (i) the unaudited schedule of EBITDA (earnings before interest, taxes, depreciation and amortization) and capital expenditures of the Company for the calendar year ended December 31, 2012 (the “Statement of Operations”), (ii) the unaudited balance sheet accounts of the Company as of February 28, 2013 (the “Balance Sheet”), and (iii) summary information for the Company in respect of net revenue, provision for doubtful accounts receivable, income from operations and capital expenditures for each of the years ended December 31, 2010, 2011 and 2012 (the “Historical Summary Financial Information” and, together with the Statement of Operations and the Balance Sheet, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the assets, liabilities, debtsfinancial position and operating results of the Company, claims as of the date thereof and for the period covered thereby. The Financial Statements have been derived from the consolidated financial statements and accounting records of the Parent, using the historical results of operations and the historical basis of assets and liabilities of the Company, and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated enterprise. (b) The Company does not have any liabilities or obligations of any nature of the Company or its Subsidiarieswhatsoever, whether known, unknownabsolute, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except other than liabilities and obligations (i) Liabilities that are disclosed in Section 3.4(a) of or reserved against on the Company Disclosure LetterBalance Sheet, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business since December 31, 2012 consistent with past practice of the Business, (iii) disclosed in or pursuant to contemplated by this Agreement and or the Disclosure Schedule and/or (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior material to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)Company. (c) The accounts receivable shown on the Financial Statements and all receivables acquired or generated by the Company since the date of the Financial Statements are bona fide receivables and its Subsidiaries have established and maintained systems of internal accounting controls represent amounts due with respect to their businesses sufficient to provide reasonable assurances that (i) all actual arm’s length transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries entered into in the reports ordinary course; provided that they file the foregoing is not a guarantee of collection or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportscollectability. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The consolidated financial statements of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits any notes and other information incorporated therein and any amendments or supplements schedules thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (Ai) complied at the time it was filed as of their respective dates as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (Bii) was were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (exceptexcept as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K the rules and regulations of the SEC) applied on a consistent basis during the periods involved involved, (except as may be indicated in the notes theretoiii) and fairly presented are consistent, in all material respects respects, with the books and records of the Company and its Subsidiaries, and (iv) fairly present, in all material respects, the consolidated financial position of the applicable Company and its consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown therein indicated (except that subject, in the case of unaudited statements may not contain footnotes and are subject statements, to normal year-end and audit adjustmentsadjustments which were not expected to be material in amount). (cb) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that Except (i) all transactions are executed as set forth, reflected or reserved against in accordance with the general or specific authorization consolidated balance sheet (including the notes thereto) of the management of Company included in its annual report on Form 10-K for the Companyfiscal year ended December 31, 2005, (ii) transactions are recorded as necessary to permit set forth, reflected or reserved against in any consolidated balance sheet (including the preparation notes thereto) of financial statements the Company included in conformity any other Company SEC Documents filed with GAAP and to maintain accountability for assets and the SEC after the filing date of such annual report, (iii) for liabilities and obligations incurred since December 31, 2005 in the recorded accountability usual, regular and ordinary course of business consistent with past practice and not otherwise prohibited pursuant to this Agreement or (iv) for assets is compared liabilities and obligations incurred in connection with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership Merger or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any other transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of contemplated by this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries ishas any liabilities or obligations of any nature (whether accrued, absolute, contingent or has at any time since January 1otherwise), 2008 been, subject except in each case for such liabilities and obligations which could not reasonably be expected to the reporting requirements of Section 13(a) or 15(d) of the Exchange Acthave a Company Material Adverse Effect. (gc) The Signing Underfunded Amount is equal to annual statement for the Underfunded Amount as fiscal year ended December 31, 2005 of November 30each of Provident American Life & Health Insurance Company, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance United Benefit Life Insurance Company and Central Reserve Life Insurance Company filed with the customary terms Ohio Department of Insurance and procedures utilized for of Continental General Insurance Company filed with the calculation Nebraska Department of such number with respect Insurance (collectively, the “Company State Regulatory Filings”), copies of which have been made available to the Operating Subsidiary Parent prior to the date hereof hereof, fairly present in all material respects each such Subsidiary’s respective financial condition as of the dates thereof and the terms their respective results of operations and procedures that will be utilized cash flows for the calculation of periods then ended in conformity with SAP, except as may be reflected in the Closing Underfunded Amountnotes thereto and subject to normal year-end adjustments. The other information contained in such annual statements presents in all material respects the information required to be contained therein in conformity with SAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature The consolidated financial statements of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits any notes and other information incorporated therein and any amendments or supplements schedules thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (Ai) were prepared from the books and records of the Company and its Subsidiaries, (ii) complied at the time it was filed as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (Biii) was prepared are in accordance conformity with GAAP as in effect as of the dates of such financial statements, applied on a consistent basis (exceptexcept as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K the rules and regulations of the SEC) applied on a consistent basis during the periods involved and (except as may be indicated in the notes theretoiv) and fairly presented present, in all material respects respects, the consolidated financial position of the applicable Company and its respective consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown therein indicated (except that subject, in the case of unaudited statements may not contain footnotes and are subject statements, to normal year-end audit adjustmentsadjustments that are not expected to be material in amount). (cb) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that Except (i1) all transactions are executed in accordance with the general as set forth, reflected or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries reserved against in the reports that they file or submit under consolidated balance sheet (including the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management notes thereto) of the Company included in its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended September 30, 2001, (2) as appropriate to allow timely decisions regarding required disclosure and to enable set forth, reflected or reserved against in any consolidated balance sheet (including the chief executive officer and chief financial officer notes thereto) of the Operating Subsidiary Company included in any other Company SEC Documents filed with the SEC after the filing date of the Form 10-K and prior to make the certifications required under date hereof, (3) for liabilities and obligations incurred since June 30, 2002 in the Exchange Act ordinary course of business consistent with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party topast practice, or has any commitment not otherwise prohibited pursuant to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, or (4) for liabilities and obligations incurred in connection with the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them Merger or any other transaction or agreement contemplated by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiarythis Agreement, neither the Company nor any of its Subsidiaries ishas any liabilities or obligations of any nature (whether accrued, absolute, contingent or has at any time since January 1otherwise) except for such liabilities and obligations which would not, 2008 beenin the aggregate, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Acthave a Company Material Adverse Effect. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations True and complete copies of any nature the unaudited balance sheet of the Company as at December 31, 2013, and the related unaudited statements of income and cash flows of the Company (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at September 30, 2014, and the related statements of income and cash flows of the Company (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) have been prepared in accordance with the books and records of the Company; (ii) except as set forth on Schedule 3.6(a) of the Disclosure Schedules, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated; and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or its Subsidiariesin the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the unaudited balance sheet of the Company as at September 30, 2014 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet” and such date, the “Balance Sheet Date”), the Company does not have any liability or obligation of any nature, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due known or to become due unknown and whether or not required by GAAP (as modified by the “Liabilities”), except (i) Liabilities disclosed Company’s accounting practices set forth in Section 3.4(aSchedule 3.6(a) of the Disclosure Schedules) to be reflected in a balance sheet of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against disclosed in the Latest Company Balance Sheetnotes thereto, (iii) Liabilities except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet Date, that would not reasonably be expectedare not, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior material to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments)Company. (c) The books of account and financial records of the Company are true and its Subsidiaries correct, represent actual, bona fide transactions, have established been maintained in accordance with sound business practices, including the maintenance of adequate internal accounting controls, and, except as set forth on Schedule 3.6(a) of the Disclosure Schedules, have been prepared and are maintained systems in accordance with GAAP. (d) The Company maintains a system of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that that: (i) all transactions are executed in accordance with the management’s general or specific authorization of the management of the Company, authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and assets; (iii) the recorded accountability for access to assets is compared permitted only in accordance with management’s general or specific authorization; and (iv) the existing assets at reasonable intervals Company’s obligations are satisfied in a timely manner and appropriate action is taken with respect to as required under the terms of any differencesContract. The “disclosure controls and procedures” Except as disclosed in the Financial Statements or as required by GAAP (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized modified by the Company are reasonably designed to ensure that material information required to be disclosed by Company’s accounting practices set forth in Schedule 3.6(a) of the Disclosure Schedules), since January 1, 2013, the Company and its Subsidiaries has not made any material change in any method of accounting, accounting practice or policy or any internal control over financial reporting. (e) To the reports that they file or submit under the Exchange Act is recordedCompany’s Knowledge, processed, summarized and reported within the time periods specified in the rules and forms there has been no incidence of the SEC and that all such information required to be disclosed is accumulated and communicated to the management fraud since inception of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer that was perpetrated by any current or former directors, officers or employees of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsCompany. (df) Neither Schedule 3.6(g) of the Disclosure Schedules lists, and the Company nor any has Made Available to Parent copies of its Subsidiaries is a party tothe documentation creating or governing, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, all securitization transactions and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under of the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving SEC) effected by the Company or any of since its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actincorporation. (g) The Signing Underfunded Amount is equal Schedule 3.6(h) of the Disclosure Schedules lists all Indebtedness owed to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined Company by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation any employee of the Closing Underfunded AmountCompany or any Holder.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims The consolidated financial statements (including the related notes) included in or obligations of any nature of incorporated by reference into the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (Reports filed since the “Liabilities”), except Applicable Date (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected was or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably will be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied prepared in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP consistently applied during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or Form 8-K other rules and regulations of the SEC) applied on a consistent basis during the periods involved and (except as may be indicated in the notes theretoii) and fairly presented presents or will fairly present in all material respects the consolidated financial position of the applicable Company and its consolidated Subsidiaries of the Company as of the dates thereof its date, and the consolidated results of their operations operations, retained earnings (loss) and cash flows changes in financial position, as the case may be, of such companies for the periods shown set forth therein (except that subject, in the case of unaudited statements may not contain footnotes statements, to notes and are subject to normal year-end audit adjustments), except in each case as may be noted therein or in the notes thereto and in the case of Company Reports filed after the date of this Agreement, as has not had and would not, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (cb) The Company Except for obligations and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that liabilities (i) all transactions are executed reflected or reserved against in accordance with the general or specific authorization of the management of the Company’s most recent audited financial statements included in or incorporated by reference into the Company Reports, (ii) transactions are recorded as necessary to permit incurred in the preparation ordinary course of financial statements in conformity with GAAP and to maintain accountability for assets and business since the date of such consolidated balance sheet, (iii) the recorded accountability for assets is compared permitted or contemplated in connection with the existing assets at reasonable intervals preparation, negotiation and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms consummation of the SEC and that all such information required Transactions or (iv) incurred pursuant to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, Contracts binding on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Subsidiary’s financial statements. (e) Since January 1Contract), 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee there are no obligations or liabilities of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design Company or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal type required to be disclosed in the Underfunded Amount as liabilities column of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party balance sheet prepared in accordance with GAAP, except as would not, individually or in the customary terms and procedures utilized for the calculation of such number with respect aggregate, reasonably be expected to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amountresult in a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations True and complete copies of any nature the audited balance sheet of the Company or its Subsidiariesas at December 31, whether known2010, unknownand the related audited statements of income, accruedstockholders’ equity and cash flows of the Company, absolutetogether with all related notes and schedules thereto, direct or indirect, contingent or otherwise, whether due or to become due accompanied by the reports thereon of the Company’s independent auditors (the “LiabilitiesCompany Financial Statements”), except (i) Liabilities disclosed are included in Section 3.4(a5.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 5.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) Liabilities have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent reflected adequately accrued or reserved against in the Latest audited balance sheet of the Company as at December 31, 2010 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (iiii) Liabilities liabilities and obligations, incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet Sheet, that would not reasonably be expectedare not, individually or in the aggregate, to have a material in amount, (ii) liabilities for performance under Company Material Adverse Effect. Except as set forth on Contracts that do not exceed $500 individually or $1,000 in the aggregate, and (iii) liabilities described in Section 3.4(a5.10(c) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither The books of account and financial records of the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, are true and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer correct and its principal financial officer have disclosed to the Operating Subsidiary’s auditors been prepared and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party maintained in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded AmountGAAP.

Financial Statements; No Undisclosed Liabilities. (a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included (including, in each case, any notes thereto) contained in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) Reports was prepared in accordance with GAAP United States generally accepted accounting principals (except“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented presents in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated position, results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in consolidated subsidiaries as at the reports that they file or submit under respective dates thereof and for the Exchange Act is recordedrespective periods indicated therein, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company except as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reportsotherwise noted therein. (db) Neither the Company nor any There are no Liabilities or obligations of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any Company Subsidiary of its Subsidiaries, any kind whatsoever in existence on the one handdate hereof that, and any unconsolidated Affiliateeither individually or in the aggregate, including any structured financewould be reasonably likely to have a Material Adverse Effect, special purpose whether accrued, contingent, absolute, determined, determinable or limited purpose entity or Personotherwise, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is required to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries be set forth in the Company’s balance sheet under GAAP, other than (A) Liabilities or obligations disclosed in the Company’s Quarterly Report on Form 10-Q, as amended, for the quarter ended September 30, 2008 (the “Most Recent Financial Statements” and such Subsidiary’s financial statements. (e) Since January 1, 2010date, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors “Most Recent Reporting Date”), or (iB) all known “significant deficiencies” and “material weaknesses” Liabilities or obligations incurred in the design or operation ordinary course of internal controls over financial reporting that business since the Most Recent Reporting Date consistent with past practices, which individually and in the aggregate are reasonably likely to adversely affect in any material respects not material. Since the Operating Subsidiary’s ability to record, process, summarize and report financial information, Most Recent Reporting Date (x) there has been no Material Adverse Effect and (iiy) the Company has not taken any known fraudaction that would, whether if taken after the date hereof, or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of as disclosed under this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them be prohibited by the Public Company Accounting Oversight Board Section 5.01, except as set forth in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d3.06(b) of the Exchange ActDisclosure Schedule. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.