Common use of Financial Statements Clause in Contracts

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries AT&T included or incorporated by reference in the Company AT&T SEC Reports (as hereinafter defined) filed Documents fairly present, in all material respects, in conformity with GAAP applied on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company AT&T and its consolidated Subsidiaries as of the respective dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) The unaudited combined financial statements and unaudited combined interim financial statements of the AT&T Broadband Group are attached as Exhibit E, and subject to and reflecting the assumptions set forth in the notes thereto, fairly present, in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the combined financial position of the AT&T Broadband Group as of the respective dates thereof and its combined results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). (c) Except as set forth on Schedule 3.05(bin Section 6.08(c) hereto for liabilities incurred since May 31, 1998 in of the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoAT&T Disclosure Schedule, the Company does not have any liabilities or obligations financial statements as of any nature whatsoever (whether absoluteand for the period ending September 30, accrued, contingent or otherwise2001 attached as Exhibit E reflect in all material respects the transactions contemplated by the Ancillary Agreements as if such agreements had been in effect during the nine month period covered by such financial statements. Section 6.08(c) which are not adequately reserved or reflected on the balance sheet of the Company included AT&T Disclosure Schedule describes all material allocations and charges relating to affiliated and intercompany transactions used in its Quarterly Report on Form 10-QSB for connection with the quarter ended May 31, 1998, except for liabilities or obligations which in preparation of the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.financial statements attached as Exhibit E.

Financial Statements. (ai) The Company has previously delivered to Parent copies of the audited each Purchaser (x) consolidated balance sheets of the Company as of November 30December 31, 1995, November 30, 1996 1994 and November 30, 1997, 1993 and the related consolidated statements of incomeoperations, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the Company for each of the years ended December 31, 1994, 1993 and 1992, accompanied by the related audit report of Deloitte & Touche LLP, and (y) an unaudited consolidated balance sheets sheet of the Company as of May 31June 30, 1998, 1995 and the related unaudited consolidated statements of income operations, changes in shareholders' equity and cash flows of the Company for the six months ended May 31June 30, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act1995. The audited consolidated foregoing financial statements and unaudited consolidated interim statements, as well as the financial statements of the Company and its Subsidiaries included to be delivered pursuant to Section 5.7(a) hereof (collectively the "Company Financial Statements"), fairly present or incorporated by reference in will fairly present, as the case may be, the consolidated financial condition of the Company SEC Reports as of the respective dates set forth therein, and the consolidated results of operations, changes in shareholders' equity and cash flows of the Company for the respective periods or as of the respective dates set forth therein. (ii) Each of the Company Financial Statements has been or will be, as hereinafter defined) filed on or after November 30the case may be, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (involved, except as may be indicated in the notes thereto orstated therein, in the case and except that unaudited Company Financial Statements need not contain all of the unaudited statementsfootnote and line item disclosures that would be required for financial statements prepared in accordance with generally accepted accounting principles. The books and records of the Company and the Bank are being maintained in material compliance with applicable legal and accounting requirements, as permitted by Form 10-QSB), complied as of their respective dates and such books and records accurately reflect in all material respects with applicable accounting requirements all dealings and the published rules and regulations transactions in respect of the SEC with respect theretobusiness, assets, liabilities and fairly present the consolidated financial position affairs of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)Bank. (biii) Except to the extent (x) reflected, disclosed or provided for in the consolidated statement of financial condition of the Company as set forth on Schedule 3.05(bof June 30, 1995 (including related notes) hereto for and (y) of liabilities incurred since May 31, 1998 such date in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobusiness, neither the Company does not have nor the Bank has any liabilities or obligations of any nature whatsoever (liabilities, whether absolute, accrued, contingent or otherwise) , which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationswould have a Material Adverse Effect.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of the audited consolidated balance sheets Buyer, for copying, originals of the Company as Financial Statements, which are accompanied by the audit report of November 30KPMG, 1995LLP, November 30independent public accountants for the Company. The Company Financial Statements referred to in this Section 4.13 (including the related notes, 1996 and November 30, 1997where applicable) fairly present, and the related consolidated financial statements referred to in Sections 6.02 and 6.03 hereof each will fairly present (subject, in the case of incomeunaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), the assets, liabilities, results of the operations and changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its Subsidiaries included the Tweeter Joint Venture, as the case may be, for the respective periods or incorporated by reference in as of the respective dates therein set forth; the Company SEC Reports Financial Statements (as hereinafter definedincluding the related notes, where applicable) filed on or after November 30, 1995 have been prepared prepared, and the financial statements referred to in Sections 6.02 and 6.03 hereof will be prepared, in accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout and among the periods involved (covered thereby, except as may be indicated in the notes thereto orthereto. The audits of the Company and the Tweeter Joint Venture, in as the case of the unaudited statementsmay be, as permitted by Form 10-QSB), complied as of their respective dates have been conducted in all material respects in accordance with applicable accounting requirements generally accepted auditing standards. The Company Financial Statements have been prepared from the books and records of the Company or the Tweeter Joint Venture, as the case may be, and the published rules books and regulations of the SEC with respect thereto, and fairly present the consolidated financial position records of the Company and its Subsidiaries the Tweeter Joint Venture, as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statementsmay be, to the absence of footnotes required by GAAP are true and normal year-end adjustments)complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements. (b) Except The balance sheets of the Company as of February 28, 2001 and April 30, 2001 (the "LATEST BALANCE SHEETS"), including the notes thereto, make adequate provision for all material liabilities and obligations of every nature (whether accrued, absolute, contingent or otherwise and whether due or to become due) of the Company as of February 28, 2001 and April 30, 2001, respectively, and except as and to the extent set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosuch balance sheets, the Company does not have any liabilities has no material liability or obligations obligation of any nature whatsoever (whether accrued, absolute, accrued, contingent or otherwiseotherwise and whether due or to become due) which are not adequately reserved would be required to be reflected or reflected disclosed on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. The Latest Balance Sheets have been prepared on a basis consistent with the accounting principles and practices used in preparing previous balance sheets provided to the Buyer. A true and correct copy of the April 30, 2001 balance sheet is attached as Section 4.13(b) of the Company's Disclosure Schedule. (c) No facts or circumstances exist which would give the Company included reason to believe that a material liability or obligation that, in its Quarterly Report accordance with GAAP applied on Form 10-QSB for the quarter ended May 31a consistent basis, 1998should have been reflected or disclosed on such balance sheets, except for liabilities was not so reflected or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdisclosed.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated, consistent with the books and records of the Company and the Company Subsidiaries, and in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (subjectexcept as may be indicated in the notes to such financial statements or, in the case of any unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), except that the unaudited interim financial statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2010 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982010 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, except as amended (the “Xxxxxxxx-Xxxxx Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since January 1, 2008 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. If the Company will be a “significant subsidiary” (as such term is defined in Article 1 of Regulation S-X promulgated under the Exchange Act) of Parent upon consummation of the Merger, the parties agree that failure of the Company’s chief executive officer or chief financial officer to provide an unqualified certification in any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for liabilities assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board of Directors have not been advised of (A) any significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting which adversely affect the Company’s ability to record, process, summarize and report financial information, and there do (B) any fraud, whether or not exist material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any circumstances that could reasonably significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report or in any form, report or document filed by the Company with the SEC has been so disclosed and each significant deficiency and material weakness previously so disclosed have been remediated. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The Nasdaq Stock Market. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, 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 or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company has previously delivered to Parent copies financial statements of Transwestern (the “Transwestern Financial Statements”), including all related notes and schedules, listed in Section 3.4(a) of the audited ETP Disclosure Schedule, fairly present in all material respects the consolidated balance sheets financial position of Transwestern, as of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997respective dates thereof, and the related consolidated statements results of incomeoperations, cash flows and changes in stockholders' members’ equity and cash flows of Transwestern for the fiscal years 1996 through 1997periods indicated, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements thereto) and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal customary year-end adjustments), consistent with past practice. (b) Except The financial statements of MEP (the “MEP Financial Statements”), including all related notes and schedules, listed in Section 3.4(b) of the ETP Disclosure Schedule, fairly present in all material respects the consolidated financial position of MEP, as set forth of the respective dates thereof, and the consolidated results of operations, cash flows and changes in members’ equity of MEP for the periods indicated, have been prepared in accordance with GAAP applied on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except as may be indicated in the ordinary course notes thereto) and subject, in the case of business interim financial statements, to customary year-end adjustments, consistent with past practice practice. (c) The financial statements of Canyon (the “Canyon Financial Statements”), including all related notes and as otherwise set forth on Schedule 3.05(bschedules, listed in Section 3.4(c) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included ETP Disclosure Schedule, fairly present in its Quarterly Report on Form 10-QSB all material respects the consolidated financial position of Canyon, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in members’ equity of Canyon for the quarter ended May 31periods indicated, 1998, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except for liabilities or obligations which as may be indicated in the aggregate do not exceed $100,000notes thereto) and subject, and there do not exist any circumstances that could reasonably be expected in the case of interim financial statements, to result in such liabilities or obligationscustomary year-end adjustments, consistent with past practice.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets or attached to Section 3.07(b) of the Company as of November 30Disclosure Schedule, 1995, November 30, 1996 and November 30, 1997, the following financial statements (collectively the “Financial Statements”): (i) the Company’s consolidated audited balance sheets and the related consolidated statements of incomeoperations, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of comprehensive (loss) income and cash flows as of and for the six months stated years ended May 31September 30, 19982008, included in 2007, and 2006, and (ii) the Company's Quarterly Report on Form 10-QSB ’s consolidated unaudited balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive (loss) income and cash flows as of and for the quarter interim periods beginning October 1, 2008 and ended May 31June 30, 1998 filed with 2009 (collectively, the SEC under “Most Recent Financial Statements”) (the Exchange Actmonth ended June 30, 2009 is hereinafter referred to as the “Most Recent Fiscal Month End”). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("“GAAP") consistently ”), applied during on a consistent basis throughout the periods involved (except to the extent required by changes in GAAP or as may be indicated in the notes thereto orthereto, in the case of the unaudited statementsif any) (hereinafter, as permitted by Form 10-QSB), complied as of their respective dates “Consistently Applied”) and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations for the periods then ended (subjectindicated; provided, in that, the case of any unaudited interim financial statements, Most Recent Financial Statements are subject to the absence of footnotes required by GAAP and normal year-end adjustments). audit adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected material on the balance sheet a consolidated basis) and omit footnotes and other presentation items which are required by GAAP. The Financial Statements reflect all adjustments necessary for a fair presentation of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsfinancial information contained therein.

Financial Statements. (a) The Company has previously delivered to Parent copies Attached as Schedule 3.4 of the audited consolidated Disclosure Schedules are (i) the unaudited balance sheets sheet of the Company Business as of November September 30, 1995, November 2000 and December 30, 1996 and November 2000 (the "BALANCE SHEETS"), (ii) the unaudited balance sheet of the Business as of September 30, 1997, 1999 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and (iii) the related unaudited consolidated statements of income and cash flows of the Business for the six months years ended May 31September 30, 19981999, included in the Company's Quarterly Report on Form 10-QSB September 30, 2000 and for the quarter ended May 31December 30, 1998 filed with 2000 (the SEC under the Exchange Act. The audited consolidated financial statements referred to in clauses (i), (ii) and unaudited consolidated interim (iii) above and the accompanying notes thereto are referred to herein collectively as the "FINANCIAL STATEMENTS"), which have been extracted from the books and records of Seller, which books and records are the basis of the Seller's preparation of financial statements audited by Deloitte & Touche LLP. Except as disclosed in the Financial Statements or on Schedule 3.4 of the Company and its Subsidiaries included or incorporated by reference in Disclosure Schedules, the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and fairly present in all material respects with applicable accounting requirements the financial condition of the Business as of such date and the published rules and regulations results of operations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds Business for the such periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustmentsaudit adjustments which were not or are not expected to be material in amount and the omission of financial statement footnotes that are required by GAAP). (b) Except The audited consolidated financial statements of Seller as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31of September 30, 1998 in 2000 and the ordinary course of business consistent with past practice and notes thereto, as otherwise set forth on Schedule 3.05(b) hereto, attached to the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report Seller's annual report on Form 10-QSB K, filed with the Securities and Exchange Commission on December 14, 2000, as amended, have been prepared in accordance with GAAP consistently applied and fairly present in all material respects the consolidated financial position of Seller as of the date thereof and the consolidated results of operations for the quarter ended May 31, 1998such period, except for liabilities or obligations which as indicated in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company 1. Fifth Third has previously delivered furnished to Parent copies of the audited Franklin its audited, consolidated balance sheets sheet, statement of the Company as operations and statement of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows as of and at December 31, 2001, and for the fiscal years 1996 through 1997year then ended, inclusivetogether with the opinion of its independent certified public accountants associated therewith. Fifth Third has also furnished to Franklin its unaudited, included in the Company's Annual Report on Form 10-KSB consolidated condensed financial statements as at March 31, 2002 and June 30, 2002, and for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Actperiods then ended. The Company has also previously delivered to Parent copies of the Such audited and unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and Fifth Third fairly present the consolidated financial position condition, results of the Company operations and its Subsidiaries cash flows of Fifth Third as of the dates date thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectyear covered thereby, in conformity with GAAP, consistently applied (except as stated therein and except for the case omission of any notes to unaudited interim financial statements, to the absence of footnotes required by GAAP statements and except for normal (in nature and amount) year-end adjustmentsadjustments to interim results). . There are no material liabilities, obligations or indebtedness of Fifth Third or any of its subsidiaries required to be disclosed in the financial statements (bor in the footnotes to the financial statements) Except as set forth on Schedule 3.05(b) hereto for so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since June 30, 2002, Fifth Third and its subsidiaries have not incurred any liabilities incurred since May 31, 1998 in outside the ordinary course of business consistent with past practice and practice. 2. The financial statements of Fifth Third to be provided to Franklin pursuant to Section V.D.4. hereof will fairly present, as otherwise set forth on Schedule 3.05(b) heretoapplicable, the Company does not have any liabilities or obligations consolidated financial condition, results of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet operations and cash flows of Fifth Third as of the Company included in its Quarterly Report on Form 10-QSB dates thereof, and for the quarter ended May 31periods covered thereby, 1998in conformity with GAAP, consistently applied (except as stated therein and except for liabilities or obligations which the omission of notes to unaudited statements and except for normal (in the aggregate do not exceed $100,000, nature and there do not exist any circumstances that could reasonably be expected amount) year-end adjustments to result in such liabilities or obligationsinterim results).

Financial Statements. (a) The Company has previously delivered to Parent Set forth in Section 3.11(a) of the Disclosure Schedule are true and complete copies of (i) the audited consolidated balance sheets of the Company and Musiwave Asia Ltd as of November 30December 31, 1995, November 30, 1996 and November 30, 19972004, and the related consolidated audited statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB income for the fiscal year ended November 30ending on such date, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of as well as all annexes and notes thereto, (ii) the unaudited consolidated balance sheets of MP3 SARL as of March 31, 2005, and the related audited statements of income for the fiscal year ending on such date and (iii) the unaudited balance sheets of the Company and Musiwave Asia Ltd as of May 31June 30, 19982005, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31semi-annual period then ended, 1998together with, included for each of the accounts set forth in (i), above, the Company's Quarterly Report on Form 10-QSB for reports thereon from the quarter ended May 31statutory auditors of the Company or Subsidiaries, 1998 filed with as the SEC under case may be (collectively, the Exchange Act. “Financial Statements”). (b) The audited consolidated Financial Statements (i) are true and correct (réguliers et sincères) and fairly present (donnent une image fidèle) the financial statements position and unaudited consolidated interim the results of operations (and changes in financial statements position, if any) of the Company and its Subsidiaries included or incorporated by reference in at the Company SEC Reports dates and for the periods to which they relate, (as hereinafter definedii) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("French GAAP") , consistently applied during throughout the periods involved (except as may be indicated presented in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoFinancial Statements, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (biii) Except as set forth on Schedule 3.05(b) hereto for reflect all liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company and its Subsidiaries required to be recorded thereon or in the annexes or notes thereto in accordance with French GAAP as at the respective dates thereof. (c) Except for IDR, (“indemnités de départ en retraite”), IFC (“indemnités de fin xx xxxxxxxx”) or “Médailles du travail,” sufficient accruals for which are detailed in Section 3.11(c) of the Disclosure Schedule, the Financial Statements reflect all accrued and unpaid wages, compensation and other obligations of the Company and its Subsidiaries required to be reflected in the Financial Statements in accordance with French GAAP with respect to their current and former employees as of the date of the respective Financial Statements. (d) The statements of income included in the Financial Statements do not reflect the operations of any entity or business other than activities discontinued in the ordinary course of business that will not constitute a part of the business and operations of the Company and its Quarterly Report on Form 10-QSB Subsidiaries at the Closing. (e) Neither the Company nor any of its Subsidiaries: (i) has suspended its payments or is unable or deemed to be unable to pay its debts as they become due, (ii) has made an amicable settlement with its creditors (règlement amiable) or entered into any moratorium or other arrangement with its creditors generally, (iii) is in judicial reorganization (redressement judiciaire) or judicial liquidation (liquidation judiciaire), (iv) has been the object of any proceedings for the quarter ended May 31reorganization or collective discharge of its liabilities under the laws of any jurisdiction, 1998(v) has filed any motion, except for liabilities request or obligations which petition of bankruptcy, reorganization, suspension of lawsuits or claims by its creditors or the equivalent thereof, or (vi) is under the threat of any such proceedings. Neither the Company nor any of its Subsidiaries are under voluntary liquidation or winding-up or cease or propose to cease to carry on all or a substantial part of their respective businesses, it being provided that MP3 SARL has ceased its operational activities. (f) It is expressly acknowledged and agreed by the Parties that the Sellers shall make no representation or warranty whatsoever in relation to the book value of the shareholdings held by the Company in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result Subsidiaries recorded in such liabilities or obligationsthe Company’s Financial Statements.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial -------------------- statements of the Company (such term for purposes of this Section 4.5, being also a reference to Cobra Golf Incorporated II, a California corporation, in respect of periods prior to September 16, 1993) and its subsidiaries at December 31, 1994, December 31, 1993, December 31, 1992, December 31, 1991 and December 31, 1990 and for the respective fiscal years then ended, and the notes thereto, reported on by Ernst & Young LLP, and the unaudited consolidated interim financial statements of the Company and its the Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at March 31, 1995, June 30, 1995 and September 30, 1995 and for the three month, six month and nine month periods then ended, which the Company has made available to Parent and Purchaser, have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated set forth in the notes thereto orcontained therein and subject, in the case of the unaudited quarterly financial statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements to normal and the published rules and regulations of the SEC with respect theretorecurring year end adjustments) on a consistent basis, and present fairly present the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of at the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications cash flows (or changes in financial position) for each of funds for the fiscal years or three month, six month or nine month periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements, ). Except as and to the absence extent reflected or reserved against in the consolidated balance sheet of footnotes the Company and its consolidated Subsidiaries at September 30, 1995 (the "Balance Sheet"), at September 30, 1995 neither the Company nor any of the Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP and normal year-end adjustments). generally accepted accounting principles to be reflected on the Balance Sheet. Since September 30, 1995, neither the Company nor any of the Subsidiaries has incurred any liabilities or obligations (a) other than those arising from operations in the ordinary course of business or (b) specifically disclosed in any document filed with the SEC prior to the date hereof or (c) those which would not, individually or in the aggregate, have a Material Adverse Effect and in any such case do not involve transactions with affiliates of the Company. Except as set forth in the SEC Filings or as otherwise contemplated by this Agreement, since September 30, 1995, the Company and the Subsidiaries have each operated only in the ordinary course of business and there have been no changes in the business, prospects, condition (financial or otherwise), assets, properties or results of operations of the Company and the Subsidiaries that would, individually or in the aggregate, have a Material Adverse Effect. Specifically, and without limiting the generality of the foregoing, since September 30, 1995 (except as set forth in the SEC Filings or as otherwise contemplated by this Agreement), (a) neither the Company nor any of the Subsidiaries has (i) amended their charter documents, by-laws or other organizational documents; (ii) issued or sold (except pursuant to the exercise of Options under the Stock Option Plan that were outstanding on Schedule 3.05(bSeptember 30, 1995) hereto for liabilities incurred since May 31any shares of its capital stock or any of its other securities or (A) granted any general increase in wage or salary rates or in employee benefits, 1998 except in the ordinary course of business consistent with past practice and practice, or (B) granted any increase in salary or in employment, retirement, severance or termination or other benefits or pay any bonus to any officer or director (except as otherwise set forth on Schedule 3.05(brequired by existing agreements, plans or arrangements), (C) hereto, entered into any employment contract with any person which the Company or the relevant Subsidiary does not have the unconditional right to terminate without material liability, (D) taken any action to cause to be exercisable any otherwise unexercisable Option under the Stock Option Plan, or (E) adopted (or amended in any manner which would, individually or in the aggregate, materially increase the benefits under) any Company Plan (as defined in Section 4.11); (vi) made any material changes in the type or amount of their insurance coverages; (vii) made any change in accounting methods, principles or practices materially affecting assets, liabilities or obligations of business, except as may be required by a change in generally accepted accounting principles; and (viii) made any nature whatsoever material tax election (whether absolute, accrued, contingent unless required by law) or otherwise) which are not adequately reserved settled or reflected on the balance sheet compromised any material income tax liability of the Company included in its Quarterly Report on Form 10-QSB for or any of the quarter ended May 31, 1998, Subsidiaries except for liabilities or obligations which if such action is taken in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsordinary course of business.

Financial Statements. (a) The Company Target has previously delivered made available to Parent copies of the audited consolidated balance sheets of the Company each of Mobile Services Group, Inc. and its Subsidiaries as of November 30at December 31, 19952006, November 30, 1996 2005 and November 30, 19972004, and the related audited consolidated statements of incomeoperations, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997then ended, inclusiveall certified by Ernst & Young LLP, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and the unaudited consolidated balance sheets sheet of the Company such Persons as of May 31at September 30, 1998, 2007 and the related unaudited consolidated statements of income operations, stockholders’ equity and cash flows for the six nine months then ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements balance sheet of the Company Mobile Services Group, Inc. and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at September 30, 1995 2007 (the “Balance Sheet Date”) is hereinafter referred to as the “Balance Sheet”. The financial statements referred to above, including the footnotes thereto, except as described therein, have been prepared from, and in accordance with, the books and records of Mobile Services Group, Inc. and its Subsidiaries (which books and records have been maintained in all material respects in a manner consistent with historical practice and are true and complete in all material respects), and, in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during followed throughout the periods involved (except as may be indicated in the notes thereto orexcept, in the case of the unaudited financial statements, as permitted by Form 10for the absence of notes thereto and subject to normal recurring year-QSB)end audit adjustments. (b) The audited balance sheets referred to in (a) above fairly present, complied as of their respective dates in all material respects with applicable accounting requirements respects, the financial condition of Mobile Services Group, Inc. and its Subsidiaries at the date thereof and the published rules related statements of operations, stockholders’ equity and regulations cash flows fairly present, in all material respects, the results of the SEC with respect theretooperations, stockholders’ equity, and cash flows of Mobile Services Group, Inc. and its Subsidiaries for the periods indicated. (c) The Balance Sheet and such other unaudited balance sheets referred to in (a) above fairly present present, in all material respects, the consolidated financial position condition of the Company Mobile Services Group, Inc. and its Subsidiaries as of the dates date thereof and the consolidated income related statements of operations, stockholders’ equity and retained earnings cash flows fairly present in all material respects, the results of operations, stockholders’ equity and sources cash flows of Mobile Services Group, Inc. and applications of funds its Subsidiaries for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to except for the absence of footnotes required by GAAP notes thereto and subject to normal and recurring year-end audit adjustments). (bd) A true and complete copy of the CapEx Budget is included in Section 4.7(d) of the Target Disclosure Letter. (e) Included in Section 4.7(e) of the Target Disclosure Letter is a true and complete copy of the Draft Financial Statements. The Draft Financial Statements were prepared from, and in accordance with, the books and records of Mobile Services Group, Inc. and its Subsidiaries and, in accordance with GAAP on a consistent basis. The Draft Financial Statements were prepared in good faith by Mobile Services Group, Inc.’s management based upon information available to management at the time of preparation and upon assumptions that management believed to be reasonable at the time made. To the Knowledge of the Target, as of the date hereof the balance sheet included in the Draft Financial Statements fairly presents, in all material respects, the financial condition of Mobile Services Group, Inc. and its consolidated Subsidiaries at the date thereof and the related statements of operations and cash flows included in the Draft Financial Statements fairly present, in all material respects, the results of operations and cash flows, as applicable, of Mobile Services Group, Inc. and its consolidated Subsidiaries for the relevant period. For purposes of this Section 4.7(e) only, “Knowledge of the Target” means the actual knowledge of Dxxxxxx Xxxxxxxx and Axxxx Xxxxxxxx after asking representatives of the Target’s auditors whether they are aware of any actual or potential audit adjustments. To the Knowledge of the Target, as of the date hereof no audit adjustments to the Draft Financial Statements are being considered or have been proposed. Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretothis Section 4.7(e), the Company does not have any liabilities Target makes no other representation or obligations of any nature warranty whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on concerning the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsDraft Financial Statements.

Financial Statements. (a) The Company Except as set forth in Section 4.8(a) of the Sellers Disclosure Letter, Purchaser has previously delivered to Parent copies of been provided with (i) a consolidated income statement for the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, Acquired Subsidiaries and the related consolidated statements of incomeJoint Ventures, changes in stockholders' equity and cash flows after giving effect to the transactions contemplated by Section 6.14, for the fiscal years 1996 through 199712 months ended December 31, inclusive2004 (the "Income Statement"), included in (ii) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed December 31 Balance Sheet (together with the SEC under Income Statement, the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31"Financial Information"), 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim (iii) financial statements of each of the Company Domestic Insurance Companies as of and its Subsidiaries included or incorporated by reference in for the Company SEC Reports (year ended December 31, 2003 and as hereinafter defined) filed on or after November of and for each of the quarters ended March 31, 2004, June 30, 1995 have 2004 and September 30, 2004, prepared in accordance with applicable SAP (collectively, the "Domestic SAP Financial Information") and (iv) a statement of local statutory capital requirements as of September 30, 2004 for the International Insurance Companies (the "International Insurance Company Financial Information" and, together with the Domestic SAP Financial Information, the "Insurance Company Financial Information"). (b) The Financial Information has been derived from the accounting books and records of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during applied, subject only to normal recurring year-end adjustments and the periods involved (absence of notes and except as may be indicated provided in the notes thereto orFinancial Information. The December 31 Balance Sheet presents fairly in all material respects the financial position of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, as at the date thereof, and the Income Statement presents fairly in all material respects the results of operations of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, for the period indicated. Except as set forth in Section 4.8(b) of the Sellers Disclosure Letter, the Domestic SAP Financial Information has been prepared in all material respects in accordance with SAP. The Domestic SAP Financial Information presents fairly, in all material respects, the financial condition of each of the Domestic Insurance Companies and results of operations of each Domestic Insurance Company as of the dates and periods specified therein in conformity with SAP. The International Insurance Company Financial Information reflects in all material respects the statutory capital requirements of the applicable jurisdictions. (c) The reserves for payment of benefits, losses, claims and expenses under all insurance policies and contracts of each Insurance Company in force as of the date of the applicable financial statement reflected in, or included with, in the case of the unaudited statementsDomestic Insurance Companies, the SAP Financial Statements and the GAAP Financial Statements, were determined in accordance with SAP or GAAP, as permitted by Form 10-QSB)applicable, complied as consistently applied throughout the specified period and, in the case of the International Insurance Subsidiaries, reflected in or included with the appropriate financial statements filed in their respective dates local jurisdictions, were determined in accordance with the applicable accounting procedures consistently applied throughout the period, and, in all cases, were calculated, in all material respects, in accordance with generally accepted actuarial principles. (d) The Business maintains a system of internal accounting controls sufficient to comply in all material respects with applicable all legal and accounting requirements and applicable to the published rules and regulations Business. There are no significant deficiencies in the internal accounting controls of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) Business which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could would reasonably be expected to result adversely affect in such liabilities any material respect the ability of the Business to record, process, summarize and report financial data. Neither Parent nor any Seller has received or obligationsotherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any material complaint, allegation, assertion or claim that the Business has engaged in questionable accounting or auditing practices.

Financial Statements. The Borrower has furnished to each Lender (ai) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as of November 30the Fiscal Years ended December 31, 19952016, November 30December 31, 1996 2017 and November 30December 31, 19972018, and the related audited consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997such Fiscal Years then ended, inclusiveprepared by Deloitte, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (ii) the unaudited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as of May 31September 30, 19982019, and the related unaudited consolidated statements of income and cash flows for the six months Fiscal Month and year-to-date period then ended, certified by a Responsible Officer and (iii) the audited consolidated balance sheet of RIC as of the Fiscal Years ended May December 31, 19982016, included December 31, 2017 and December 31, 2018, and the related audited consolidated statements of income, shareholders’ equity and cash flows for such Fiscal Years then ended, prepared by Deloitte (the foregoing items (i)-(iii), collectively, the “Historical Financial Statements”). Such financial statements fairly present the consolidated financial condition of (A) in the Company's Quarterly Report on Form 10-QSB for case of clauses (i) and (ii), the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Borrower and its Subsidiaries included or incorporated by reference as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, absence of footnotes in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates statements referred to in all material respects with applicable accounting requirements clause (ii) and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, B) in the case of any unaudited interim financial statementsclause (iii), RIC and the consolidated results of operations for such periods in conformity with SAP consistently applied. Since December 31, 2018, there have been no changes with respect to the absence of footnotes required by GAAP Borrower and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not its Subsidiaries which have any liabilities had or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result have, either individually or in such liabilities or obligationsthe aggregate, a Material Adverse Effect.

Financial Statements. (a) The Company Fifth Third has previously delivered made available to Parent First National Bankshares true and correct copies of (i) the audited consolidated balance sheets of the Company Fifth Third and its Subsidiaries as of November 30December 31, 19952001, November 302002 and 2003 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the fiscal years ended December 31, 1996 2001 through 2003, inclusive as reported in Fifth Third’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “Fifth Third 10-K”) and November 30as updated on Form 8-K filed April 14, 19972004 to reflect Fifth Third’s adoption on a retroactive basis of the fair value provisions of SFAS No. 123 “Accounting for Stock Based Compensation,” filed with the SEC under the Exchange Act and accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Fifth Third, and (ii) the unaudited consolidated balance sheet of Fifth Third and its Subsidiaries as of March 31, 2003 and 2004, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997three-month periods then ended, inclusive, included as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Fifth Third’s Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed with 2004 (the SEC under the Exchange Act“Fifth Third 10-Q”). The audited consolidated financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity, cash flows and unaudited consolidated interim financial statements position of the Company Fifth Third and its Subsidiaries included for the respective fiscal periods or incorporated by reference in as of the Company SEC Reports (as hereinafter defined) filed on or after November 30respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject to normal recurring adjustments in the case of the unaudited statements; each of such statements (including the related notes, as permitted by Form 10-QSB), complied as of their respective dates where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with accounting principles generally accepted in the United States (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company Fifth Third and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company MSB has previously delivered made available to Parent MCBF copies of (i) the audited consolidated balance sheets of the Company MSB and its Subsidiaries as of November June 30, 1995, November 30, 1996 2002 and November 30, 1997, 2001 and the related consolidated statements of income, cash flows and changes in stockholders' ’ equity and cash flows for each of the fiscal years 1996 through 1997, inclusive, included in the Company's two-year period ended June 30, 2002, together with the notes thereto, accompanied by the audit report of MSB’s independent public auditors, as reported in MSB’s Annual Report on Form 10-KSB for the fiscal year ended November June 30, 1997 2002 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (ii) the unaudited consolidated balance sheets sheet of the Company MSB and its Subsidiaries as of May March 31, 1998, 2003 and the related unaudited consolidated statements of income and income, cash flows and changes in stockholders’ equity for the six nine months ended May March 31, 19982003 and 2002, included as reported in the Company's MSB’s Quarterly Report on Form 10-QSB for the quarter period ended May March 31, 1998 2003 filed with the SEC under the Exchange ActSEC. The audited consolidated Such financial statements were prepared from the books and unaudited consolidated interim financial statements records of the Company MSB and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30Subsidiaries, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company MSB and its Subsidiaries in each case at and as of the dates thereof indicated and the consolidated income and results of operations, retained earnings and sources cash flows of MSB and applications of funds its Subsidiaries for the periods then ended (subjectindicated, and, except as otherwise set forth in the case of any notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim financial statements, periods are subject to the absence of footnotes required by GAAP and normal year-end adjustments). adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 which will not be material individually or in the ordinary course aggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of business consistent with past practice MSB and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not its Subsidiaries have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000been, and there do not exist are being, maintained in all respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) The Company SCAN Group has previously delivered made available to Parent copies of CareOregon (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements of SCAN Group and its Affiliates as of and for the year ending December 31, 2021 (the “SCAN Group Audited Financial Statements”), and (ii) unaudited consolidated interim financial statements of for the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed nine-month period ending on or after November September 30, 1995 2022 (the “SCAN Group Recent Financial Statements” and together with the SCAN Group Audited Financial Statements, the “SCAN Group Financial Statements”). The SCAN Group Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the year covered by such SCAN Group Financial Statements. The SCAN Group Financial Statements have been prepared from, and are in accordance with, the books and records of SCAN Group and its Affiliates ("GAAP") consistently applied during which books and records are complete and correct in all material respects), and present fairly, in all material respects, SCAN Group’s and its Affiliates’ financial position and results of operations and cash flows as of the dates and for the periods involved (indicated therein, except as may that the SCAN Group Recent Financial Statements do not contain footnotes and are subject to normal year-end adjustments consistent with customary practices that will not be indicated material in amount or effect, either individually or in the aggregate. (b) Section 5.4(b) of the Disclosure Schedules contains true, correct and complete copies of (x) (A) the audited balance sheets of each Financially Regulated Subsidiary that is a SCAN Company as of and for the years ended December 31, 2020 and December 31, 2021, and (B) the related audited statements of income, retained earnings and changes in financial position, together with all related notes thereto orand schedules thereto, accompanied by the reports thereon of the applicable Financially Regulated Subsidiary’s accountants, in the case of each of clause (A) and clause (B), except to the extent the Financially Regulated Subsidiary that is a SCAN Company is included, either on a standalone or consolidated basis, in the SCAN Group Audited Financial Statements, and (y) the unaudited statementsfinancial statements of each Financially Regulated Subsidiary that is a SCAN Company for the period ended September 30, 2022 (the “Latest SCAN Group Regulated Financial Statements” and collectively referred to herein as the “SCAN Group Regulated Financial Statements”). Each of the SCAN Group Regulated Financial Statements have been prepared from, and are in accordance with, the books and records of the Financially Regulated Subsidiary (which books and records are complete and correct in all material respects), and present fairly, in all material respects, such Financially Regulated Subsidiary’s financial position and results of operations and cash flows of the Financially Regulated Subsidiary as of the dates and for the periods indicated therein and have been prepared in accordance with STAT or GAAP, as permitted by Form 10applicable, in each case, consistently applied throughout the periods covered thereby and except that the unaudited SCAN Group Regulated Financial Statements do not contain footnotes and are subject to normal year-QSB)end adjustments consistent with customary practices that will not be material in amount or effect, complied as either individually or in the aggregate. (c) Each Financially Regulated Subsidiary that is a SCAN Company has devised and maintained systems of their respective dates internal accounting controls with respect to its business sufficient to provide reasonable assurances that (i) all transactions are executed in all material respects in accordance with applicable accounting requirements and management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the published rules and regulations preparation of the SEC audited financial statements in conformity with respect theretoSTAT or GAAP, as applicable, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds to maintain proper accountability for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.items and

Financial Statements. (a) The Company Buyer has previously delivered to Parent Seller -------------------- accurate and complete copies of the (i) Alliance PLC's audited consolidated balance sheets of the Company sheet as of November April 30, 1995, November 30, 1996 and November 30, 19971999, and the related audited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997year then ended, inclusiveand the notes and schedules thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under unqualified report thereon of KPMG Audit Plc, independent public accountants (the Exchange Act. The Company has also previously delivered to Parent copies of the "Audited Financial Statements") and (ii) Buyer's unaudited consolidated balance sheets of the Company sheet as of May January 31, 19982000 (the "Latest Balance Sheet"), and the related unaudited consolidated statements of income income, stockholders' equity, and cash flows for the six months three-month period then ended May 31(the "Unaudited Financial Statements"), 1998certified by Buyer's chief financial officer (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"Financial Statements"). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30represent actual bona fide transactions, 1995 (ii) have been prepared from the books and records of Alliance PLC and Buyer and their respective consolidated Subsidiaries in accordance conformity with generally accepted U.S. GAAP accounting principles ("GAAP") consistently applied during on a basis consistent with preceding years throughout the periods involved and (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and iii) fairly present the Alliance PLC's and Buyer's (as applicable) consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the Alliance PLC's and Buyer's (as applicable) consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, ended. The statements of income included in the case Financial Statements do not contain any items of special or nonrecurring income except as identified in the notes thereto, and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any unaudited interim financial statementsassets, to nor have there been any transactions since the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet date of the Company included in its Quarterly Report on Form 10Latest Balance Sheet giving rise to special or nonrecurring income or any such write-QSB for the quarter ended May 31, 1998, except for liabilities up or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsrevaluation.

Financial Statements. (a) The Company has previously delivered furnished to Parent copies of the Purchasers the audited consolidated balance sheets sheet of Telor Ophthalmic Pharmaceuticals, Inc., Occupational Health + Rehabilitation Inc and their subsidiaries (collectively, the Company "Predecessor Companies") as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, 1995 and the related audited consolidated statements of income, changes in stockholders' equity and cash flows of the Predecessor Companies for the fiscal years 1996 through 1997year ended December 31, inclusive1995, included the Unaudited Pro Forma Combined Financial Information as of December 31, 1995 as disclosed in the Company's Annual Report on Form 10-KSB for Offering Memorandum and Proxy Statement dated May 15, 1996 (the fiscal year ended November 30"Proxy Statement"), 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets sheet of the Company and its subsidiaries as of May 31June 30, 1998, 1996 (the "Balance Sheet") and the related unaudited consolidated statements of income income, stockholders' equity and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in subsidiaries for the Company SEC Reports (as hereinafter defined) filed on or after November 6 months ended June 30, 1995 1996. All such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case that such unaudited financial statements do not contain all of the unaudited statements, as permitted by Form 10required footnotes and interim statements do not contain year-QSBend adjustments), complied as of their respective dates in all material respects with applicable or where different from generally accepted accounting requirements and the published rules and regulations of the principles, SEC with respect theretorequirements, and fairly present the consolidated financial position of the Predecessor Companies, the Company and its Subsidiaries subsidiaries as of the dates thereof December 31, 1995 and June 30, 1996, respectively, and the consolidated income results of their operations and retained earnings cash flows of the Predecessor Companies, the Company and sources and applications of funds its subsidiaries for the periods then year ended December 31, 1995 and the 6 months ended June 30, 1996, respectively. Since the date of the Balance Sheet, (subject, i) there has been no change in the case assets, liabilities or financial condition of any unaudited interim financial statements, to the absence of footnotes required by GAAP Company and normal year-end adjustments). its subsidiaries (bon a consolidated basis) Except as set forth on Schedule 3.05(b) hereto from that reflected in the Balance Sheet except for liabilities incurred since May 31, 1998 changes in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do have not exceed $100,000been materially adverse and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company and there do its subsidiaries (on a consolidated basis) has been materially adversely affected by any occurrence or development, individually or in the aggregate, whether or not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsinsured against.

Financial Statements. (a) The Company Borrower has previously heretofore delivered to Parent the Lenders through the Administrative Agent copies of (i) the audited consolidated balance sheets Consolidated Balance Sheet of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as of January 3, 2004, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for the fiscal year then ended, and (ii) the unaudited Consolidated Balance Sheet of the Borrower and its Subsidiaries as of April 3, 2004, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for the fiscal quarter then ended. The financial statements referred to in (i) and (ii) immediately above, including all related notes and schedules, are herein referred to collectively as the "FINANCIAL STATEMENTS". The Financial Statements fairly present the Consolidated financial condition and results of the operations of the Borrower and the Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods indicated therein and, except as noted therein, have been prepared in conformity with GAAP as then ended in effect. Neither the Borrower nor any of the Subsidiaries has any obligation or liability of any kind (subjectwhether fixed, accrued, contingent, unmatured or otherwise) which, in accordance with GAAP as then in effect, should have been disclosed in the Financial Statements and was not. During the period from January 3, 2004 to and including the Effective Date there has been no Material Adverse change, including as a result of any change in law, in the case of any unaudited interim consolidated financial statementscondition, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31operations, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Property of the Company included in its Quarterly Report on Form 10-QSB for Borrower and the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries taken as a whole.

Financial Statements. (a) The Company First National Bankshares has previously delivered made available to Parent Fifth Third true and correct copies of (i) the audited consolidated balance sheets of the Company First National Bankshares and its Subsidiaries as of November 30December 31, 19952001, November 302002 and 2003 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the fiscal years ended December 31, 1996 2001 through 2003, inclusive, as reported in First National Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “First National Bankshares 10-K”), filed with the SEC under the Exchange Act and November 30accompanied by the audit report of Ernst and Young LLP, 1997independent public accountants with respect to First National Bankshares, and (ii) the unaudited consolidated balance sheet of First National Bankshares and its Subsidiaries as of March 31, 2003 and 2004, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997three-month periods then ended, inclusive, included as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's First National Bankshares’ Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed with 2004 (the SEC under the Exchange Act“First National Bankshares 10-Q”). The audited consolidated financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity, cash flows and unaudited consolidated interim financial statements position of the Company First National Bankshares and its Subsidiaries included for the respective fiscal periods or incorporated by reference in as of the Company SEC Reports (as hereinafter defined) filed on or after November 30respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject to normal recurring adjustments in the case of the unaudited statements; each of such statements (including the related notes, as permitted by Form 10-QSB), complied as of their respective dates where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company First National Bankshares and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Company Financial Statements”): (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company as of November 30December 31, 1995, November 30, 1996 and November 30, 19972012, and the related audited consolidated statements of income, changes in stockholders' equity income and cash flows for the fiscal years 1996 through 1997, inclusive, included in year then ended; (b) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited audited consolidated balance sheets sheet of the Company as of May December 31, 19982013, and the related audited consolidated statements of income and cash flows for the fiscal year then ended; and (c) the unaudited consolidated balance sheet of the Company as of June 30, 2014 (the “Latest Company Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the six months ended May 31(6)-month period then ended. (d) Except as set forth on Schedule 3.4, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (covered thereby, except as may be indicated in the notes thereto orand, in the case of unaudited Company Financial Statements, for the unaudited statementsabsence of footnotes and year-end adjustments and the exclusion of variable interest entities required to be included in accordance with GAAP, as permitted by Form 10-QSB)and (ii) fairly present, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Company and its Subsidiaries Group Companies as of the dates thereof and the their consolidated income and retained earnings and sources and applications results of funds operations for the periods then ended (subject, in the case of any unaudited interim financial statementsCompany Financial Statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsadjustments and the exclusion of variable interest entities required to be included in accordance with GAAP). (be) Except (i) as set forth set forth on Schedule 3.05(b3.4(e), (ii) hereto as and to the extent set forth on the Latest Company Balance Sheet and (iii) for liabilities and obligations (x) under this Agreement, (y) incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(bsince the date of the Latest Company Balance Sheet or (z) heretothat will be paid at Closing, none of the Company does not have Group Companies has any liabilities liability or obligations obligation of any nature whatsoever (whether accrued, absolute, accruedcontingent, contingent determined, determinable or otherwise) which are not adequately that is required by GAAP to be reflected or reserved or reflected on the against in a balance sheet of the such Group Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities (or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto).

Financial Statements. (a) The Company Acquiror has previously delivered to Parent Seller copies of the audited consolidated balance sheets of the Company Acquiror as of November 30December 31, 19952003, November 302002 and 2001 and the related consolidated statements of income, 1996 changes in stockholders’ equity and November 30cash flows for the years ended December 31, 19972003, 2002 and 2001, in each case accompanied by the audit reports of Ernst & Young, LLP, independent public accountants, as well as the unaudited consolidated balance sheet of Acquiror as of March 31, 2004 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the three months ended March 31, 2004. The consolidated balance sheets of Acquiror referred to herein (including the related notes, where applicable) fairly present in all material respects the consolidated financial condition of Acquiror as of the respective dates set forth therein, and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and (including the related unaudited consolidated statements of income and cash flows for the six months ended May 31notes, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedwhere applicable) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations results of the SEC with respect theretoconsolidated operations, changes in stockholders’ equity and fairly present cash flows of Acquiror for the consolidated financial position of the Company and its Subsidiaries respective periods or as of the respective dates thereof set forth therein (it being understood that Acquiror’s interim financial statements are not audited and are not prepared with related notes but reflect all adjustments which were, at the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjecttime, in the case opinion of any unaudited interim Acquiror, necessary for a fair presentation of such financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Each of the financial statements referred to in this Section 4.3 (including the related notes, where applicable) has been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods involved. The books and records of Acquiror and the Acquiror Sub are being maintained in material compliance with applicable legal and accounting requirements and reflect only actual transactions. (c) Except as set forth on Schedule 3.05(bto the extent reflected, disclosed or reserved against in the consolidated financial statements referred to in the first sentence of Section 4.3(a) hereto for or the notes thereto or liabilities incurred since May December 31, 1998 2003 in the ordinary course of business and consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations (none of which arises from breach of any nature whatsoever (contract or agreement, breach of warranty, tort, infringement, violation of any applicable federal, state or local law or ordinance or any litigation or other proceeding or is otherwise a “loss contingency” within the meaning of Statement of Financial Accounting Standards No. 5), none of Acquiror or Acquiror Sub has any obligation or liability, whether absolute, accrued, contingent or otherwise) which are not adequately reserved , material to the business, results of operations, assets or reflected on the balance sheet financial condition of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, Acquiror and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsAcquiror Sub taken as a whole.

Financial Statements. (ai) The Company has previously delivered to Parent copies audited balance sheets at December 31 in each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 years 2004 and November 30, 19972005, and the related consolidated audited statements of income, changes in stockholders' shareholder equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the notes related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements thereto of the Company and its Subsidiaries included or incorporated by reference in subsidiaries on a consolidated basis for each of the fiscal years then ended (the “Audited Financial Information”), (ii) the unaudited consolidated balance sheet of the Company SEC Reports and its subsidiaries at September 30, 2006 and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company and its subsidiaries on a consolidated basis as of and for the nine-month period then ended (as hereinafter definedthe “September 30, 2006 Financial Information”), and (iii) filed on or after an unaudited consolidated balance sheet of the Company and its subsidiaries at November 30, 1995 2006 (the “Reference Balance Sheet” and together with the September 30, 2006 Financial Information, the “Unaudited Financial Information”) and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company and its subsidiaries as of and for the eleven-month period then ended (the “Reference Income Statement”), including in each case the notes thereto (such information in items (i), (ii) and (iii) collectively, the “Company Financial Information”) have been delivered to Parent. The Reference Balance Sheet is included as Exhibit 3.10(a) hereto. As of the date hereof, the Company has not made or declared any dividends on the Company Stock since the date of the Reference Balance Sheet. (b) The Company Financial Information has been (i) derived from the books of account and other financial records of the Business and (ii) prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during applied, subject only to normal recurring year-end adjustments and the periods involved (absence of notes for the Unaudited Financial Information and except as may be indicated otherwise expressly provided in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates Company Financial Information. The Company Financial Information fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP notes and normal and recurring year-end audit adjustments). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet The corporate minute books of the Company included and its Subsidiaries that have been made available to the Parent for inspection are complete and correct in all material respects. A true and complete list of the incumbent directors and officers of the Company and each Subsidiary of the Company attached as Section 3.10(c) of the Company Disclosure Letter. (d) The Company maintains in all material respects internal controls over financial reporting (“Internal Controls”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Quarterly Report on Form 10-QSB for the quarter ended May 31consolidated Subsidiaries, 1998, except for liabilities or obligations which (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the aggregate do not exceed $100,000accordance with GAAP, and there do not exist any circumstances that receipts and expenditures of the Company and its consolidated Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its consolidated Subsidiaries and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its consolidated Subsidiaries that could reasonably be expected to result in such liabilities or obligationshave a material effect on the financial statements.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Attached hereto as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent Schedule 3.6(a) are copies of the unaudited consolidated pro-forma GAAP balance sheets and income statements of the Company Business as of May and for the twelve months ending December 31, 19982002 and the six months ending June 30, 2003 (such financial statements, together with the notes thereto, being hereinafter collectively referred to as the “Business Financial Statements”). Except as set forth in the notes to the Business Financial Statements, the Business Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis with the audited consolidated financial statements of CIGNA and its subsidiaries for the year ended as of December 31, 2002, and the related unaudited consolidated financial statements of income CIGNA and cash flows its subsidiaries for the six months ended May 31June 30, 19982003, included respectively, (ii) were prepared using the Books and Records of CGLIC and its Affiliates, (iii) were prepared using the same data with respect to the Business as was used in preparing the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements of CIGNA and its subsidiaries for the year ended as of December 31, 2002, and the unaudited consolidated interim financial statements of the Company CIGNA and its Subsidiaries included or incorporated by reference in subsidiaries for the Company SEC Reports (as hereinafter defined) filed on or after November six months ended June 30, 1995 have been prepared in accordance with generally accepted accounting principles 2003, respectively, and ("GAAP"iv) consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements the combined financial position and the published rules and regulations results of operations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds Business for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated. (b) Except as set forth on in Schedule 3.05(b3.6(b), the Pro-Forma Statement of Net Settlement was prepared in all material respects in accordance with the Statement of Net Settlement Methods. Except as set forth in Schedule 3.6(b), the Statement of Net Settlement Methods is consistent in all material respects with the methodologies and procedures utilized by Sellers to prepare the Statutory Financial Statements. (c) Attached hereto as Schedule 3.6(c) are copies of the unaudited pro-forma statutory statements for liabilities incurred since May the portion of the Business contained in CGLIC as of and for the twelve months ending December 31, 1998 2002 and the six months ending June 30, 2003 (such statutory statements, together with the notes thereto, being hereinafter collectively referred to as the “Statutory Financial Statements”). Except as set forth in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretonotes to the Statutory Financial Statements, the Company does not have any liabilities Statutory Financial Statements (i) were prepared in accordance with statutory accounting principles prescribed or obligations permitted by the Connecticut Insurance Department (“Connecticut SAP”) applied on a consistent basis with the statutory financial statements of any nature whatsoever CGLIC for the year ended as of December 31, 2002 and the six month period ended June 30, 2003, (whether absolute, accrued, contingent or otherwiseii) which are not adequately reserved or reflected on were prepared using the balance sheet Books and Records of CGLIC and (iii) fairly present in all material respects the statutory results of operations and financial condition of the Company included portion of the Business contained in its Quarterly Report on Form 10-QSB CGLIC for the quarter ended May 31periods indicated; provided, 1998that this representation and warranty shall not be breached with respect to the IMR amount if the IMR of the Business as of June 30, except for liabilities or obligations which 2003 is within $50 million of the $55 million current estimate of the recalculated IMR Amount. As of the date of this Agreement the unassigned funds of CIGNA Life calculated in accordance with Connecticut SAP (the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations“Unassigned Funds”) is greater than zero.

Financial Statements. Seller has delivered to Buyer (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30and its Subsidiaries dated December 31, 1995, November 30, 1996 2015 and November 30, 19972014, and the related audited consolidated statements of incomeoperations, changes in stockholders' equity members’ (deficit) equity, and cash flows for of the fiscal years 1996 through 1997Company and its Subsidiaries, inclusivetogether with all related notes and schedules thereto, included in accompanied by the reports thereon of the Company's Annual Report on Form 10-KSB for ’s independent auditors (the fiscal year ended November 30“Audited Financial Statements”), 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (b) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (balance sheet and unaudited consolidated interim financial statements income statement) of the Company and its Subsidiaries included or incorporated by reference in for the Company SEC Reports ten-month period ended October 31, 2016 (as hereinafter defined) filed on or after November 30the “Interim Financial Statements” and, 1995 collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (indicated, except as may be indicated in the notes thereto orand subject, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10to the absence of footnotes and normal year-QSB), complied as of their respective dates end adjustments. The Financial Statements fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition and operating results of the Company and its Subsidiaries as of the dates thereof dates, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (periods, indicated therein, subject, in the case of any unaudited interim financial statementsthe Interim Financial Statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) . Except as set forth in the Financial Statements or on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto2.06, the Company does not have any liabilities has no debts, obligations or obligations of any nature whatsoever (whether absolute, accruedliabilities, contingent or otherwise, whether or not required under GAAP to be reflected in the Company’s financial statements, other than liabilities incurred in the Ordinary Course of Business subsequent to October 31, 2016 (the “Financial Statement Date”) which or that, individually or in the aggregate, are not adequately reserved material to the financial condition or reflected on the balance sheet operating results of the Company included and its Subsidiaries, taken as a whole. The Company maintains a standard system of accounting established and administered in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsaccordance with GAAP.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 sheet and November 30, 1997, and the related consolidated statements of income, changes in stockholders' stockholders equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Borrower and its Subsidiaries included (including the Scilex Subsidiary) previously delivered by the Borrower to the Agent (or incorporated otherwise made available on the XXXXX Website maintained by reference in the Company SEC Reports (as hereinafter definedU.S. Securities and Exchange Commission) filed on or after November 30for the Fiscal Year ended December 31, 1995 2017, have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates GAAP and fairly present in all material respects with applicable accounting requirements and the published rules and regulations financial position, on a consolidated basis, of the SEC with respect thereto, and fairly present Persons described in such financial statements as at the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the results of operations and cash flows, on a consolidated income basis, of the entities described therein for the periods then ended. (b) The unaudited consolidated balance sheet and retained earnings statements of income, stockholders equity and sources cash flows of the Borrower and applications its Subsidiaries (including the Scilex Subsidiary) previously delivered by the Borrower to the Agent (or otherwise made available on the XXXXX Website maintained by the U.S. Securities and Exchange Commission) for the fiscal quarters ended March 31, 2018 and June 30, 2018 have been prepared in conformity with GAAP and fairly present in all material respects the financial position, on a consolidated basis, of funds the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended (subject, in the case of any unaudited interim financial statements, to except for the absence of footnotes required by GAAP footnote disclosure and normal year-end audit adjustments). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May Since December 31, 1998 2017, the Loan Parties have not incurred any material contingent liability that would be required to be disclosed on its financial statements in accordance with GAAP except to the extent disclosed in filings with the U.S. Securities and Exchange Commission or incurred in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsOrdinary Course.

Financial Statements. (a) The Company FCN has previously delivered made available to Parent BANC ONE copies of the audited consolidated balance sheets of the Company FCN and its Subsidiaries as of November 30December 31, 1995, November 30, for the fiscal years 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 1995 through 1997, inclusive, included as reported in the CompanyFCN's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Arthur Andersen LLP, independent public accountants with respect tx XXX. The Company has also previously delivered to Parent copies Xxx Xxxxmber 31, 1997 consolidated balance sheet of FCN (including the related notes, where applicable) fairly presents the consolidated financial position of FCN and its Subsidiaries as of the unaudited consolidated balance sheets of the Company as of May 31, 1998date thereof, and the other financial statements referred to in this Section 4.6 (including the related unaudited notes, where applicable) fairly present the results of the consolidated statements of income operations and cash flows for the six months ended May 31, 1998, included changes in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited stockholders' equity and consolidated financial statements and unaudited consolidated interim financial statements position of the Company FCN and its Subsidiaries included for the respective fiscal periods or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company FCN and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments). (b) Except as set forth any other applicable legal and accounting requirements and reflect only actual transactions. The reserve for possible loan and lease losses shown on Schedule 3.05(b) hereto for liabilities incurred since May the December 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the 1997 consolidated balance sheet of FCN is adequate in all material respects under the Company included in its Quarterly Report requirements of GAAP to provide for possible losses, net of recoveries relating to loans previously charged off, on Form 10-QSB for the quarter ended May loans outstanding (including, without limitation, accrued interest receivable) as of December 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations1997.

Financial Statements. (a) The Company has previously delivered to Parent copies consolidated statements of the audited consolidated balance sheets of the Company financial condition as of November September 30, 19951999 and 1998, November 30, 1996 and November 30, 1997, of FTFC and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows for each of the fiscal three years 1996 through then ended, examined and reported upon by VonLehman & Company, Inc., certified public accountants, complete copies of which have previously been delivered to BKFC (hereinafter referred to as the "AUDITED FINANCIALS"), have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and fairly present the consolidated financial position of FTFC at such dates and the consolidated results of its operations and cash flows for such periods. FTFC has delivered to BKFC all of the correspondence from VonLehman & Company, Inc., to FTFC, FSB or their Boards of Directors or management, relating to or in respect of the examinations and reports of VonLehman & Company, Inc., on the consolidated financial statements of FTFC as of and for the years ended September 30, 1999, 1998 and 1997, inclusiveincluding, included but not limited to all correspondence and other documentation in the Company's Annual Report on Form 10-KSB for the fiscal year ended respect of management, policies and internal controls. (b) The unaudited balance sheet as of November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies 1999, of the unaudited consolidated balance sheets of the Company as of May 31, 1998, FTFC and the related unaudited consolidated statements of income and cash flows statement for the six two months ended May 31then ended, 1998complete copies of which have previously been delivered to BKFC (hereinafter referred to as the "INTERIM FINANCIALS"), included in fairly present the Company's Quarterly Report on Form 10-QSB financial position of FTFC at such date and the results of its operations for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements such period and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently as applicable to condensed consolidated financial statements and as applied during on a consistent basis with the periods involved (except as may be indicated in the notes thereto or, in the case AUDITED FINANCIALS. All adjustments which are necessary for a fair statement of the unaudited statementsINTERIM FINANCIALS have been made. (c) The Thrift Financial Reports of FSB for the three-month periods ended March 31, June 30 and September 30, 1999, together with the schedules and supplements attached thereto, each as filed with the OTS and copies of which were previously delivered to BKFC by FTFC (hereinafter referred to as the "TFRs"), have been prepared in accordance with accounting practices permitted by Form 10-QSB)the OTS applied on a consistent basis, complied as of their respective dates are true, complete and correct in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of FSB at such dates. (d) Except as disclosed in the Company INTERIM FINANCIALS, the TFRs and its Subsidiaries Section 3.08(d) of the DISCLOSURE SCHEDULE, as of November 30, 1999, FTFC had no liabilities or obligations material to the financial condition of FTFC, whether accrued, absolute, contingent or otherwise, and whether due or to become due. (e) The AUDITED FINANCIALS, the INTERIM FINANCIALS and the TFRs did not, as of the dates thereof and thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectinformation contained therein, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet light of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31circumstances under which they were made, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsmisleading.

Financial Statements. (a) The Company has previously delivered to Parent copies Attached hereto as Schedule 2.11 are (i) audited balance sheets at March 31, 1994 and March 31, 1993, together with unaudited statements of income for each of the two years in the period ended March 31, 1994, for Mesirow Asset Management, (ii) unaudited balance sheets at March 31, 1995, together with the unaudited statements of income for the year ended March 31, 1995, for Mesirow Asset Management, (iii) unaudited statements of income for the Institutional Business for each of the three years ended March 31, 1995, and (iv) audited consolidated balance sheets of Mesirow Holdings at March 31, 1994 and March 31, 1993, all of which financial statements, together with the Company as of November 30notes thereto (together with the audited balance sheets at March 31, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months year ended May March 31, 19981995, included for Mesirow Asset Management and Mesirow Holdings, which shall be delivered to AMG as soon as practicable and in any event prior to the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed Closing) and together with the SEC under Interim Financial Statements, are collectively referred to as the Exchange Act. "Company Financial Statements." (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") principles, methods and practices consistently applied during using the periods involved (except as may be indicated in the notes thereto or, in the case accrual method of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates accounting and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries Mesirow Asset Management or Mesirow Holdings, as applicable, as of the respective dates thereof thereof, and the consolidated income and retained earnings and sources and applications results of funds their respective operations for the respective periods then ended (subjectcovered thereby. The audited financial statements have been certified by Mesirow Holdings's accountants, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)an independent accounting firm. (bc) Except as and to the extent reflected or reserved therefor in the balance sheet of Mesirow Asset Management at March 31, 1995 contained in Schedule 2.11, including the footnotes and schedules thereto (the "Base Balance Sheet"), or as otherwise set forth on as part of Schedule 3.05(b) hereto for 2.11, Mesirow Asset Management has no material liability or liabilities incurred since May 31, 1998 arising other than in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(bbusiness. (d) heretoAll of the accounts receivable of the Institutional Business, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved shown or reflected on the balance sheet Base Balance Sheet or the Interim Financial Statements, were valid and enforceable claims, and all of the Company included outstanding accounts receivable of the Institutional Business of Mesirow Asset Management are valid and enforceable claims, in its Quarterly Report on Form 10each case, subject to no known set-QSB for offs or counterclaims. All of the quarter ended May 31accounts receivable of the Institutional Business of Mesirow Asset Management are, 1998to the knowledge of each Mesirow Entity, except for liabilities or obligations which fully collectible in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsordinary course of business.

Financial Statements. (a) The Schedule 4.07 of the Company has previously delivered to Parent Disclosure Schedule includes copies of (i) the audited consolidated balance sheets sheet of the Company as of November 30at December 31, 19951999, November 30, 1996 and November 30, 1997, and together with the related consolidated statements of incomeoperations, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30December 31, 1997 filed with 1999 and the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of notes thereto, and (ii) the unaudited consolidated balance sheets sheet of the Company as of May 31at June 30, 19982000, and together with the related unaudited consolidated statements of income operations, stockholders' equity and cash flows for the six months six-month period ended May 31June 30, 19982000 (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"COMPANY FINANCIAL STATEMENTS"). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been Financial Statements were prepared in accordance with generally accepted accounting principles U.S. GAAP ("GAAP"except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) consistently applied during on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements thereto) and the published rules each presented fairly and regulations of the SEC with respect thereto, and fairly present accurately the consolidated financial position of Company and the Company and its Subsidiaries as at the respective dates thereof, and their consolidated results of the dates thereof operations, stockholders' equity and the consolidated income and retained earnings and sources and applications of funds cash flows for the respective periods then ended indicated therein, except as otherwise noted therein (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP normal and normal recurring immaterial year-end adjustments). (b) Except as and to the extent set forth or reserved against on Schedule 3.05(bthe consolidated balance sheet of Company and the Company Subsidiaries as of June 30, 2000, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) hereto for liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (ii) liabilities or obligations which were incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosince June 30, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations2000.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Reference Financial Statements have been prepared in accordance with generally accepted accounting the provisions of the German Commercial Code (HGB) and rules of orderly bookkeeping (Grundsätze ordnungsgemäßer Buchführung), applied on a basis consistent with the principles ("GAAP") consistently applied during the periods involved (except as may be indicated used in the preparation of the relevant consolidated financial statements for the preceding financial year (subject to the notes thereto orto the Reference Financial Statements and Exhibit 3.2 (1)). The Reference Financial Statements give a true and fair view (zutreffendes Bild), in accordance with such principles and based on the case facts known (within the meaning of the unaudited relevant Accounting Principles) to Bakelite and the relevant Companies (with respect to their respective underlying individual financial statements) at the time of their preparation, as permitted by Form 10-QSBof the consolidated assets position (Vermögenslage), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof (Finanzlage) and the consolidated income results of operations (Ertragslage) of the Bakelite Group, as of, and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, with respect to the absence of footnotes required financial year ending on December 31, 2003. The audit opinion (Bestätigungsvermerk) by GAAP and normal year-end adjustments)PwC on the Reference Financial Statements has not been qualified in any respect. (b) Except The consolidated financial statements of the Bakelite Group as of June 30, 2004, as reviewed by PwC and attached hereto as Exhibit 5.4 (b) (the “June 30, 2004 Financial Statements”), have been prepared, in all material respects, in accordance with the provisions of the German Commercial Code (HGB) and rules of orderly bookkeeping (Grundsätze ordnungsgemäßer Buchführung), applied on a basis consistent with the principles used in the preparation of the relevant consolidated financial statements for the preceding financial year (subject to the notes to June 30, 2004 Financial Statements and Exhibit 3.2 (1)), except for (i) the absence of non-material year-end adjustments (fehlende unterjährige Abgrenzungen und Anpassungen) and any adjustments with respect to Taxes and Tax Assets, (ii) the absence of a physical stock-take, (iii) the scope of the review and the limited number of Companies included in a review by the respective local auditors, (iv) the absence of footnote disclosures and (v) except as otherwise disclosed in PwC’s notes to the June 30, 2004 Financial Statements, as delivered to Purchaser prior to the date hereof. The June 30, 2004 Financial Statements fairly present in all material respects, in accordance with such principles and subject to the above, based on the facts known (within the meaning of the relevant Accounting Principles) to Bakelite and the relevant Companies (with respect to their respective underlying individual financial statements) at the time of their preparation, the consolidated assets position (Vermögenslage), the consolidated financial position (Finanzlage) and the consolidated results of operations (Ertragslage) of the Bakelite Group, as of, and with respect to the six month period as from January 1, 2004, to June 30, 2004. The review opinion of PwC on the June 30, 2004 Financial Statements has not been qualified in any respect. (c) None of the Companies has incurred any material debt, liabilities and/or payment obligations, whether absolute or contingent, matured or not matured, determined or undetermined, that is required to be set forth on Schedule 3.05(ba balance sheet of any Company or disclosed in the notes thereto under the relevant accounting principles, other than those (i) hereto for liabilities disclosed in the Reference Financial Statements or June 30, 2004 Financial Statements or in paragraph 5.4 (c) of the Disclosure Schedule, (ii) which would, if existing on the Effective Date, have to be included in the Effective Date Working Capital in accordance with the Accounting Principles or (iii) incurred since May 31, 1998 after the date of the Reference Financial Statements in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company business. This representation does not have apply with respect to obligations or liabilities relating to any liabilities matter which is specifically addressed in any other representations (other than Section 5.4) or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included indemnity contained in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsthis Agreement.

Financial Statements. (a) The Company Issuer has previously delivered made available to Parent Buyer (i) copies of the audited consolidated balance sheets of the Company Issuer as of November 30December 31 for the fiscal years 2004 through 2006, 1995, November 30, 1996 and November 30, 1997inclusive, and the related consolidated statements of incomeoperations, changes in stockholders' ’ equity and comprehensive income and cash flows for the fiscal years 1996 2004 through 19972006, inclusive, included as reported in the Company's Issuer’s Annual Report Reports on Form 10-KSB K for the fiscal year years ended November 30December 31, 1997 2005 and December 31, 2006 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies , in each case accompanied by the audit report of the Issuer’s independent registered public accountants, (ii) unaudited consolidated balance sheets of the Company Issuer as of May March 31, 19982007 and June 30, 2007, and the related unaudited consolidated statements of income operations, changes in stockholders’ equity and comprehensive income, and cash flows for the six months ended May 31first two fiscal quarters of 2007, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited and (iii) restated consolidated financial statements and unaudited consolidated interim financial statements of cash flows as described in Section 3.11 of the Company and its Subsidiaries included or incorporated by reference in Issuer Disclosure Schedule (collectively, the Company SEC Reports “Financial Statements”). Each of the Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been was prepared in accordance with generally accepted accounting principles the books of account and other financial records of Issuer and its Subsidiaries, ("GAAP"ii) consistently applied during presents fairly the consolidated financial condition and results of operations of Issuer and its Subsidiaries as of the dates thereof or for the periods involved covered thereby in accordance with GAAP, (iii) was prepared in accordance with GAAP applied on a basis consistent with the past practices of Issuer and its Subsidiaries, and (iv) includes all adjustments (consisting, except as may be indicated otherwise described in the notes thereto orto the Financial Statements, only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Issuer and its Subsidiaries and the results of the operations of Issuer and its Subsidiaries as of the dates thereof or for the periods covered thereby. Except as set forth in the case SEC Documents, the consolidated financial statements of Issuer for the unaudited statements, as permitted by Form 10-QSB), fiscal years 2004 through 2006 complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of (i) the audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of November 30December 31, 19952001, November 30, 1996 2002 and November 30, 19972003, and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included then ended as reported in the Company's ’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2003 (such financial statements, the “Company 2003 Financial Statements”) filed with the SEC under the Exchange Act. The Company has also previously delivered , accompanied by the audit reports of KPMG LLP and Xxxxxx Xxxxxxxx LLP, as applicable, independent public accountants with respect to Parent copies of the Company, and (ii) the unaudited consolidated balance sheets sheet of Company and the Company Subsidiaries as of May March 31, 19982004, and the related unaudited consolidated statements of income and cash flows for of the six months ended May 31three-month periods then ended, 1998, included as reported in the Company's ’s Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed 2004 (the “Company Interim Financial Statements,” and together with the SEC under Company 2003 Financial Statements, the Exchange Act“Company Financial Statements”). The audited December 31, 2003 consolidated balance sheet of the Company (including the related notes, where applicable) included in the Company Financial Statements fairly presents in all material respects the consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its the Company Subsidiaries as of the date thereof, and the other financial statements included or incorporated by reference in the Company SEC Reports Financial Statements (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as hereinafter defined) filed on or after November 30of the respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject in the case of the unaudited statementsCompany Interim Financial Statements to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, as permitted by Form 10-QSBwhere applicable), complied as of their respective dates dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto, . The books and fairly present the consolidated financial position records of the Company and its the Company Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has designed disclosure controls and procedures to ensure that material information relating to the Company, including the Company Subsidiaries, is made known to the management of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of each such disclosure made by management to the Company’s auditors and audit committee since January 1, 2002. (c) Except as set forth for those liabilities that are reflected or reserved against on Schedule 3.05(b) hereto the March 31, 2004 consolidated balance sheet of the Company included in the Company Interim Financial Statements and for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosince March 31, 2004 that are immaterial in nature or amount, since such date, neither the Company does not have nor any liabilities or obligations of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwiseotherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) which are not adequately reserved or that would be required to be reflected on the in a consolidated balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31or would, 1998, except for liabilities individually or obligations which in the aggregate do not exceed $100,000aggregate, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect on the Company.

Financial Statements. (a) The Company Georgia has previously delivered made available to Parent Wisconsin copies of the audited consolidated balance sheets sheet of Georgia and the Company Georgia Subsidiaries as of November 30December 31, 1995, November 30, 1996 2007 and November 30, 19972008, and the related combined and consolidated statements of incomeearnings, changes in stockholders' comprehensive earnings, shareholder’s equity and cash flows for the fiscal years 1996 through 1997, inclusive, included then ended as reported in the Company's Georgia’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2008 (the “Georgia 2008 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Georgia for the years ended December 31, 2006, 2007 and 2008. The Company has also previously delivered to Parent copies December 31, 2008 consolidated balance sheet of Georgia (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Georgia and the Georgia Subsidiaries as of the unaudited consolidated balance sheets of the Company as of May 31, 1998date thereof, and the other financial statements referred to in this Section 4.6 (including the related unaudited notes, where applicable) fairly present in all material respects the results of the consolidated statements of income and operations, cash flows and changes in shareholders’ equity and consolidated financial position of Georgia and the Georgia Subsidiaries for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements respective fiscal periods or as of the Company and its Subsidiaries included or incorporated by reference respective dates therein set forth, subject to normal year-end audit adjustments in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance amounts consistent with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, past practice in the case of the unaudited financial statements, as permitted by Form 10-QSB)which adjustments, complied as individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Georgia; each of their respective dates such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods then ended (subjectinvolved, except, in the case of any unaudited interim financial statementseach case, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 indicated in such statements or in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company CNBT has previously delivered or made available to Parent BOKF complete copies of the audited (i) the consolidated balance sheets of the Company CNBT and its subsidiaries as of November 30December 31, 1995, November 30, 1996 and November 30, 19971999, and the related consolidated statements of income, changes in stockholders' equity equity, and cash flows for the fiscal three years 1996 through 1997ended December 31, inclusive1999, together with the notes thereto, included in the CompanyCNBT's Annual Report on Form 10-KSB K for the fiscal year ended November 301999, 1997 filed as currently on file with the SEC under the Securities and Exchange Act. The Company has also previously delivered to Parent copies of Commission ("SEC") and the unaudited consolidated balance sheets sheet of the Company CNBT and its subsidiaries as of May 31June 30, 19982000, and the related unaudited consolidated income statement and statements of income changes in stockholders' equity and cash flows for the six months then ended May 31, 1998, included in the CompanyCNBT's Quarterly Report on Form 10-QSB Q for the quarter ended May 31then ended, 1998 as currently on file with the SEC and (ii) the Reports of Condition and Income of the Bank as filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements OCC for each of the Company quarterly periods during 1999 and its Subsidiaries included or incorporated by reference 2000 (collectively the "CNBT Financial Statements"). (b) The CNBT Financial Statements set forth in the Company SEC Reports clause (as hereinafter defineda)(i) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved on a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, disclosed therein) and fairly present the consolidated financial position and the consolidated results of the Company operations, changes in stockholders' equity, and cash flows of CNBT and its Subsidiaries consolidated subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustments, none of which will be material). . As of the respective date of each of the CNBT Financial Statements, neither CNBT, nor Delaware, nor Bank has any material liabilities (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31including, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobut not limited to, the Company does not have any whether similar or dissimilar, liabilities or obligations of any nature whatsoever (for taxes, whether absolutedue or to be come due) except those fully reflected or reserved against, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which otherwise disclosed in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsFinancial Statements.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company Kaiser -------------------- Ventures Inc., a Delaware corporation ("KVI") and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 and November 30, 19971999, and the related audited consolidated statements of income, changes in stockholders' equity retained earnings and cash flows of KVI and its Subsidiaries for the fiscal years 1996 through 1997year then ended, inclusive, included in fairly present the Company's Annual Report on Form 10-KSB consolidated financial condition of KVI and its Subsidiaries as of such date and the consolidated results of the operations of KVI and its Subsidiaries for the fiscal year ended November 30on such date, 1997 filed all in accordance with the SEC under the Exchange Actgenerally accepted accounting principles applied on a consistent basis. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets sheet of the Company KVI and its Subsidiaries as of May 31March 30, 19982000, and the related unaudited consolidated statements of income operation, retained earnings and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company KVI and its Subsidiaries included for the three-month period then ended, reviewed (subject to normal year-end audit adjustments) by the chief financial officer or incorporated by reference in the Company SEC Reports (chief accounting officer of KVI as hereinafter defined) filed on or after November 30, 1995 have having been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto oron a consistent basis, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition of the Company KVI and its Subsidiaries as of the dates thereof such date and the consolidated income results of the operations of KVI and retained earnings and sources and applications of funds its Subsidiaries for the periods then ended (subjectthree-month period ending on such date. Since March 31, 2000 there has been no materially adverse change in the case of any unaudited interim business, condition (financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved ), operations, performance, properties or reflected prospects of KVI or any of its Subsidiaries. KVI and its Subsidiaries have no material contingent liabilities, except as disclosed in such consolidated financial statements or the notes thereto, that would be reasonably likely to have a materially adverse effect on the balance sheet business, condition (financial or otherwise), operations, performance, properties or prospects of the Company included in KVI or any of its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries.

Financial Statements. (a) The audited consolidated financial statements and related schedules and notes included in the SEC Documents comply in all material respects with the requirements of the Exchange Act and the Act and the rules and regulations of the SEC thereunder, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved except as noted therein, and fairly present in all material respects the financial condition, results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the periods presented. The Company has previously delivered to Parent true and complete copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 financial statements and November 30, 1997, related schedules and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets notes of the Company as of May 31, 19981997 and May 31, 1996, and for each of the related unaudited consolidated statements of income and cash flows for three years in the six months period ended May 31, 1998, included in 1997 (the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"1997 Audited Financial Statements"). The audited unaudited quarterly consolidated financial statements and the related notes included in the SEC Documents, and the unaudited quarterly consolidated interim financial statements and related notes for the three month period ended August 31, 1997 previously delivered by the Company to the Purchasers, fairly present in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries included or incorporated by reference in at the Company SEC Reports (as hereinafter defined) filed on or after November 30dates and for the periods to which they relate, 1995 subject to normal year-end adjust ments, and have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (on a consistent basis except as may be indicated in the notes thereto or, in the case otherwise stated therein and have been prepared on a basis consistent with that of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated audited financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, statements referred to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and above except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsstated therein.

Financial Statements. (a) The Company has previously delivered to Parent Attached as Schedule 4.04(a) are true, correct and complete copies of the following: the audited consolidated balance sheets at December 31, 2003 of OPNY LP and its subsidiaries, the Company as unaudited consolidated balance sheet at December 31, 2004 of November 30OPNY LP and its subsidiaries, 1995, November 30, 1996 and November 30, 1997, and the related audited consolidated statements of incomeoperations, changes in stockholders' equity partners’ capital and comprehensive income (loss) and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB OPNY LP and its subsidiaries for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May ending December 31, 19982003, and the related unaudited consolidated statements of operations and comprehensive income (loss) for OPNY LP and cash flows its subsidiaries for the six months ended May year ending December 31, 1998, included in 2004 and the Company's Quarterly Report related notes and supplemental information. All such financial statements set forth on Form 10-QSB Schedule 4.04(a) for the quarter ended May year ending December 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 302003 fairly present, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects and in accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoGAAP, and fairly present the consolidated financial position position, the results of operations and cash flows, as the Company case may be, of OPNY LP and its Subsidiaries as of subsidiaries, at the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectindicated. All such financial statements set forth on Schedule 4.04(a) for the year ending December 31, 2004 fairly present, in all material respects and in accordance with GAAP, the consolidated financial position, the results of operations and cash flows, as the case may be, of any unaudited interim financial statementsOPNY LP and its subsidiaries, to at the dates and for the periods indicated, except for the allocation of corporate support and general and administrative expenses and the allocation of goodwill and its related accounting in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” and except for the absence of footnotes required by GAAP and normal year-end adjustments)footnote disclosure. (b) Except Attached as Schedule 4.04(b) are true, correct and complete copies of the following: the unaudited consolidated balance sheet of the Companies at December 31, 2004, December 31, 2003 and December 31, 2002, the unaudited consolidated statements of operations and comprehensive income (loss) for the Companies for the years ending December 31, 2004, December 31, 2003 and December 31, 2002. All such financial statements set forth on Schedule 3.05(b4.04(b) hereto fairly present, in all material respects and in accordance with GAAP, the consolidated financial position and the results of operations, as the case may be, of the Companies, at the dates and for liabilities incurred since May 31the periods indicated, 1998 except for the allocation of corporate support and general and administrative expenses and the allocation of goodwill and its related accounting in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” and except for the ordinary course absence of business consistent with past practice footnote disclosure. (c) Attached as Schedule 4.04(c) are copies of the following for the Companies: the unaudited balance sheet at June 30, 2005 (collectively, the “June 30 Balance Sheets”), the unaudited balance sheet at June 30, 2004 and as otherwise the unaudited statements of operations for the periods January 1, 2005 through June 30, 2005 and January 1, 2004 through June 30, 2004. All such financial statements set forth on Schedule 3.05(b4.04(c) heretofairly present, in all material respects and in accordance with GAAP, the Company does not have any liabilities or obligations financial position and the results of any nature whatsoever (whether absoluteoperations, accruedas the case may be, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB respective Companies, at the dates and for the quarter ended May 31, 1998periods indicated, except for liabilities or obligations which the allocation of corporate support and general and administrative expenses and the allocation of goodwill and its related accounting in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” and except for the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsabsence of footnote disclosure.

Financial Statements. (a) The 2.22.1 Prior to the date hereof, the Company has previously delivered to Parent copies VSI its consolidated Balance Sheet dated December 28, 1996, its consolidated income statement for the three months then ended and its consolidated statement of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in three months then ended (such financial statements are referred to herein as the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act"December Financial Statements"). The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, December Financial Statements and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in within the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretosince January 1, and 1996 fairly present the consolidated financial position of the Company and its Subsidiaries the consolidated results of operations of the Company as at the dates and for the periods to which they apply; such statements have been prepared in conformity with generally accepted accounting principles, applied on a consistent basis throughout the periods involved, and such financial statements comply with all applicable provisions of Regulation S-X of the SEC. The December Financial Statements and the interim financial statements presented in such Reports include all adjustments (subject only to normal recurring year-end adjustments) necessary for a fair presentation of the Company's consolidated financial position and consolidated results of operations as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)presented therein. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 312.22.2 On March 30, 1998 in the ordinary course of business consistent with past practice 1996 and as otherwise set forth on Schedule 3.05(b) heretoDecember 28, 1996, the Company does not have any and its Subsidiaries had no material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or were required to be reflected in and disclosed on the Company's March 30, 1996 audited consolidated balance sheet or the Balance Sheet (as to December 28, 1996) or in the notes thereto pursuant to Regulation S-X of the SEC or in accordance with generally accepted accounting principles, consistently applied, but were not so reflected and disclosed. Since December 28, 1996, the Company and its Subsidiaries have incurred no liabilities (whether absolute, accrued, contingent or otherwise) in addition to those reflected in or disclosed on the Balance Sheet or the related notes, except liabilities incurred in the ordinary course of business and the execution by the Company of this Agreement. 2.22.3 The books, records and system of internal accounting controls of the Company included and its Subsidiaries comply in all material respects with Section 13(b) of the 1934 Act. 2.22.4 The Disclosure Letter contains an accxxxxx xxd complete list of the most recent management letters received by the Company or any of its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of (a) the audited consolidated balance sheets statements of financial condition of the Company and its Subsidiaries as of November September 30, 1995, November 30, for the fiscal years 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 1995 through 1997, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K for the fiscal year ended November September 30, 1997 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act. The Company has also previously delivered "), in each case accompanied by the audit report of Radics & Co., LLC, independent public accountants with respect to Parent copies of the Company, and (b) the unaudited consolidated balance sheets statements of financial condition of the Company and its Subsidiaries as of May March 31, 19981998 and March 31, 1997 and the related unaudited consolidated statements of income and income, cash flows and changes in stockholders' equity for the six months six-month periods then ended May 31, 1998, included as reported in the Company's Quarterly Report on Form 10-QSB Q for the quarter period ended May March 31, 1998 filed with the SEC under the Exchange Act. The audited September 30, 1997 consolidated statement of financial condition of the Company (including the related notes, where applicable) fairly presents the consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its Subsidiaries included or incorporated by reference as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC Reports after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (as hereinafter definedincluding the related notes, where applicable) has been, and the financial statements to be filed on or with the SEC after November 30the date hereof will be, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements Q. The books and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position records of the Company and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. The Company has delivered to Parent true and complete copies of the (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company as of November and Subsidiaries at January 30, 1995, November 30, 1996 and November 30, 1997, 1999 and the related consolidated statements income statement and statement of income, changes in stockholders' equity and cash flows flow for the fiscal years 1996 through 1997year then ended, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the notes thereto, audited by Xxxxxxx Rubinroit, LLC, and (b) unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements sheet of the Company and its Subsidiaries included or incorporated by reference in at January 29, 2000 and February 26, 2000 and the Company SEC Reports (as hereinafter defined) filed on or after November 30related consolidated income statement and statement of cash flow for the periods ended January 29, 1995 2000 and February 26, 2000, all of which have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of and except that the unaudited statementsinterim financial statements may not include all notes thereto required by GAAP). Such balance sheets, as permitted by Form 10-QSB)including the related notes, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and such consolidated income statements and statements of cash flow fairly present the consolidated results of operations, and cash flow of the dates thereof Company and the consolidated income and retained earnings and sources and applications of funds Subsidiaries for the periods then ended indicated (subject, in the case of any the unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments, which will not be material). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the . The unaudited consolidated balance sheet of the Company included in and its Quarterly Report on Form 10-QSB Subsidiaries at January 29, 2000 described above is referred to herein as the "Company 1999 Balance Sheet." The unaudited consolidated financial statements of the Company and its Subsidiaries as at and for the quarter year ended May 31January 29, 1998, except for liabilities or obligations which in 2000 are referred to herein as the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations"Company Unaudited Financial Statements."

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company such party and its Subsidiaries as of November 30December 31, 1995, November 301997, 1996 and November 30, 1997, 1995 and the related consolidated statements of income, cash flows and changes in stockholders' equity and cash flows for each of the fiscal three years 1996 through in the three-year period ended December 31, 1997, inclusivetogether with the notes thereto, audited by such party's independent auditors and included in the Company's Annual Report an annual report on Form 10-KSB K as filed with the Securities and Exchange Commission (the "SEC") (collectively, the "Audited Financial Statements"), and the consolidated balance sheet of such party and its Subsidiaries as of March 31, 1998 and related consolidated statements of income, cash flows and changes in stockholders' equity for the fiscal year three-month period ended November 30March 31, 1997 1998 included in a quarterly report on Form 10-Q as filed with the SEC under (collectively, the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998"Unaudited Financial Statements", and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed together with the SEC under Audited Financial Statements, the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined"Financial Statements") filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") consistently applied during ), present fairly the consolidated financial position of such party and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of such party and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto orstated therein, subject, in the case of the unaudited statementsUnaudited Financial Statements, as permitted by Form 10to normal year-QSB)end audit adjustments, complied as and are derived from the books and records of their respective dates such party and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable accounting requirements laws and the published rules and regulations regulations. Neither such party nor any of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, has any material contingent liabilities that are not described in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for statements described above other than liabilities incurred since May 31, 1998 in the ordinary course of such party's business consistent with past practice practice, or in connection with this Agreement and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationstransactions contemplated hereby.

Financial Statements. (a) The Company Professionals Group has previously delivered made available to Parent PPTF copies of (i) the audited consolidated balance sheets of the Company Professionals Group and its Subsidiaries as of November 30December 31, 1995, November 30, for the fiscal years 1996 and November 30, 19971995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971996, 1995 and 1994, inclusive, included as reported in the CompanyProfessionals Group's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1996 filed with the SEC under the Exchange Act. The Company has also previously delivered , in each case accompanied by the audit reports of KPMG Peat Marwick LLP (with respect to Parent copies of the years ended December 31, 1996 and 1995) and Coopers & Lybrxxx X.X.P. (with respect to the year ended December 31, 1994), both independent public accountants with respect to Professionals Group, and (ii) the unaudited consolidated balance sheets sheet of the Company Professionals Group and its Subsidiaries as of May 31June 30, 1998, 1997 and the related unaudited consolidated statements of income and cash flows for the six months six-month period then ended May 31, 1998, included as reported in the CompanyProfessionals Group's Quarterly Report on Form 10-QSB Q for the quarter period ended May 31June 30, 1998 1997 filed with the SEC under the Exchange ActAct (the "Professionals Group June 30, 1997 Form 10-Q"). The audited consolidated balance sheets of Professionals Group as of December 31, 1996 and 1995 (including the related notes, where applicable) fairly present the consolidated financial statements and unaudited consolidated interim financial statements position of the Company Professionals Group and its Subsidiaries included or incorporated by reference as of the dates thereof, and the other financial statements referred to in this Section 3.6(a) (including the Company SEC Reports related notes, where applicable) fairly present (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Form 10-QSB), complied to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Professionals Group and its Subsidiaries for the respective fiscal periods or as of their the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for where applicable) has been prepared in all material respects in accordance with generally accepted accounting principles consistently applied ("GAAP") during the periods then ended (subjectinvolved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any unaudited interim financial statements, to the absence as permitted by Form 10-Q. The books and records of footnotes required by Professionals Group and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto Professionals Group has previously made available to PPTF copies of the Statutory Annual Statements for liabilities incurred since May each of the Professionals Group Insurance Subsidiaries for the years ended December 31, 1998 1996, 1995 and 1994 (collectively, the "Professionals Group Insurance Subsidiary Statutory Statements"). The Professionals Group Insurance Subsidiary Statutory Statements (i) have been prepared in accordance with the ordinary course books and records of business the Professionals Group Insurance Subsidiaries, (ii) have been prepared in accordance with the statutory accounting practices and principles prescribed by or permitted under the insurance laws of the applicable jurisdictions, and (iii) are consistent with past practice prior periods, except as provided for therein and as otherwise set forth on Schedule 3.05(bexcept for any changes required by applicable law or the accounting practices and principles referred to in clause (ii) heretoof this sentence. The Professionals Group Insurance Subsidiary Statutory Statements, when read in conjunction with the Company does not have notes thereto and any liabilities or obligations of any nature whatsoever (whether absolutestatutory audit reports relating thereto, accrued, contingent or otherwise) which are not adequately reserved or reflected on present fairly in all material respects the balance sheet statutory financial condition of the Company included in its Quarterly Report on Form 10-QSB Professionals Group Insurance Subsidiaries at December 31, 1996, 1995 and 1994, respectively, and the statutory results of their respective operations for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsperiod then ended.

Financial Statements. (a) The Company Representative has previously delivered to Parent furnished the Buyer with copies of the (i) audited consolidated balance sheets of the Company with respect to Liberty Propane LP as of November June 30, 1995, November 2008 and June 30, 1996 and November 30, 19972009, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated audited statements of income and cash flows for the six months ended May 31fiscal years then ended, 1998and the notes thereto, included and (ii) the unaudited consolidated balance sheet with respect to Liberty Propane LP as of September 30, 2009 (the “Latest Balance Sheet”) and the related statement of income for the three (3) month period then ended. Such financial statements have been based upon the information concerning the Company contained in the Company's Quarterly Report on Form 10-QSB for ’s books and records, and present fairly in all material respects the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements condition and unaudited consolidated interim financial statements results of operations of the Company (taken as a whole) as of the times and its Subsidiaries included or incorporated by reference in for the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared periods referred to therein in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during the periods involved (except as may be indicated in the notes thereto oron a consistent basis, subject in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended statements to (subject, in the case of any unaudited interim financial statements, to i) the absence of footnotes required by GAAP footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments). (b) adjustments and reclassifications. Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 matters reflected or reserved for in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoLatest Balance Sheet, the Company does not have any has no material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent (including guaranty and surety obligations), fixed or otherwise) which are not adequately reserved or that would be required under GAAP consistently applied, based on information available to the Company as of the date hereof, to be reflected on in the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities (or obligations which in the aggregate do not exceed $100,000notes thereto) except (x) liabilities and obligations that were incurred since September 30, 2009 in the Ordinary Course, and there do not exist any circumstances that could reasonably be expected (b) executory obligations under the Company’s contracts and agreements (excluding obligations relating to result in such liabilities or obligationsthe breach thereof by the Company).

Financial Statements. (a) The Attached hereto as Section 3.4 of the Company has previously delivered to Parent Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): the audited consolidated balance sheets of the Group Companies and KL Company as of November 30March 31, 19952007, November 30March 31, 1996 2008 and November 30March 31, 1997, 2009 and the related audited consolidated statements of income, cash flows and changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997ended March 31, inclusive2007, included March 31, 2008 and March 31, 2009, including the notes to the consolidated accounts and unqualified auditor’s reports related thereto (the financial statements as of and for the year ended March 31, 2009, the “Audited Financial Statements”). (b) The Financial Statements and related notes (i) have been prepared from and are, or in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies case of the unaudited consolidated balance sheets sheet of the Group Companies and KL Company as of May March 31, 19982009 and December 31, 2009 and the related unaudited consolidated statements of income and cash flows for the six months ended May nine-month periods ending on December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 2008 and December 31, 1998 filed 2009 including the notes thereto (such financial statements, the “Interim Financial Statements”) will be prepared and will be, when delivered, in accordance with the SEC under the Exchange Act. The audited consolidated financial statements books and unaudited consolidated interim financial statements records of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Group Companies, (as hereinafter definedii) filed on or after November 30, 1995 have been prepared in accordance with generally accepted IFRS (or with respect to December 31, 2008, follow IFRS principles and have been prepared by management in a manner consistent with the principles applied to the nine-month period as of and ending on December 31, 2009) and other legal and accounting requirements applicable to the Group Companies and KL Company and the IFRS principles applied by the Company in its Audited Financial Statements ("GAAP"the “IFRS Accounting Principles”) consistently applied during on a consistent basis throughout the periods involved (covered thereby, except as may be indicated in the notes thereto orand except, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10subject to normal year-QSB)end adjustments not expected to be material in amount and (iii) fairly present, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Group Companies and KL Company and its Subsidiaries as of the dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statementsthe Interim Financial Statements, to the absence of footnotes required by GAAP and to normal year-end adjustmentsadjustments not expected to be material in amount and to any other adjustments described therein including the notes thereto). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31The books of account, 1998 minute books and other records of each Group Company are complete and correct in the ordinary course all material respects in accordance with customary business practices. The accounts, books and records of business each Group Company are maintained in a manner substantially consistent in all material respects with past practice and as otherwise set forth on Schedule 3.05(b) heretohave recorded therein the results of operations and the assets and liabilities of each Group Company required to be reflected under the IFRS Accounting Principles, IFRS and other legal and accounting requirements applicable to the Company does not have any liabilities or obligations and the other Group Companies. Each Group Company maintains a system of any nature whatsoever accounting and internal controls sufficient in all material respects to provide reasonable assurances that (whether absolute, accrued, contingent or otherwisei) which financial transactions are not adequately reserved or reflected on executed in accordance with the balance sheet general 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 the IFRS Accounting Principles, IFRS and other legal and accounting requirements applicable to the Company included and the other Group Companies and to maintain proper accountability for items, (iii) access to their respective property and assets is permitted only in its Quarterly Report on Form 10-QSB accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, actual levels at reasonable intervals and there do not exist appropriate action is taken with respect to any circumstances that could reasonably be expected to result in such liabilities or obligationsdifferences.

Financial Statements. (a) The Company Seller has previously delivered to Parent Buyer unaudited financial statements of Seller and Subsidiary relating to the Business consisting of (i) an unaudited balance sheet as of June 30, 1997 (the "June Balance Sheet"), and (ii) an unaudited balance sheet, and a related statement of operating expenses, as of and for the period ended December 31, 1996, (the "December 31, 1996 Financial Statements") (the June Balance Sheet and the December 31, 1996 Financial Statements are collectively referred to herein as the "Financial Statements"). True, correct and complete copies of the audited consolidated balance sheets Financial Statements are attached as Schedule 4.3A hereto. The Financial Statements fairly present the financial condition of the Company Business and the results of its operations as of November 30, 1995, November 30, 1996 the relevant dates thereof and November 30, 1997for the respective periods covered thereby, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) principles. Except as set forth in Schedule 4.3B, Schedule 1.2 and Schedule 4.6 neither Seller nor Subsidiary has any debts, obligations, liabilities or commitments of any nature relating to the Business, whether due or to become due, absolute, contingent or otherwise, that, in accordance with GAAP, are required to be disclosed in a balance sheet or the footnotes thereto, and are not shown on Schedule 3.05(b) hereto for the June Balance Sheet delivered pursuant hereto, other than liabilities incurred since May 31after June 30, 1998 1997 in the ordinary course of business and consistent with past practice practice. Such post-June 30, 1997 liabilities have not had, and as otherwise are not expected to have, individually or in the aggregate, a material adverse effect on the financial condition or results of operations or prospects of Subsidiary or the Business. As to each liability, debt, obligation or commitment, fixed or contingent, that is set forth on Schedule 3.05(b4.3B and is included in the Assumed Obligations, Seller shall provide the following information, in writing as an attachment to such Schedule: (i) heretoa summary description of the liability, debt, obligation or commitment, together with copies of all relevant documentation relating thereto, the Company does not have amounts claimed and any liabilities other action or obligations of any nature whatsoever (whether absoluterelief sought and, accruedif in connection with a claim, contingent suit or otherwise) which are not adequately reserved or reflected on proceeding, the balance sheet name of the Company included claimant and all other parties involved therewith and the identity of the court or agency in its Quarterly Report on Form 10-QSB for the quarter ended May 31which such claim, 1998, except for liabilities suit or obligations which in the aggregate do not exceed $100,000proceeding is being prosecuted, and there do not exist (ii) the best estimate of Seller of the maximum amount, if any, which is likely to become payable with respect to any circumstances that could reasonably contingent liability. For purposes hereof, if no written estimate is provided, such best estimate shall be expected deemed to result in such liabilities or obligationsbe zero.

Financial Statements. (a) The Company Seller has previously delivered to Parent copies the Purchaser the following financial statements of the Company, all of which are attached to this Agreement as Schedule 2.8: (i) audited consolidated income statements for the years ended June 30, 2000 and June 30, 2001 and unaudited income statements and statements of cash flow for the nine-month period and quarter ended March 31, 2002; (ii) audited balance sheets as of June 30, 2000 and June 30, 2001 and an unaudited balance sheet as of March 31, 2002 (the "Balance Sheet"); and (iii) a pro forma income statement and cash flow statements for the year ended June 30, 2002 and a pro forma balance sheet as of June 30, 2002. The financial statements referred to in clauses (i) and (ii) are hereinafter collectively referred to as the "Historical Financial Statements", and financial statements referred to in clause (iii) are collectively referred to as the "Pro forma Financial Statements". The Historical Financial Statements (i) have been prepared in conformity with Swiss Accounting Standards consistently applied with prior periods, and (ii) fairly present the financial condition and results of operations of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectindicated therein. The books of account, in financial data, schedules and other records of the case Company, including any of any unaudited interim financial statements, the foregoing delivered or made available to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31Purchaser or its representatives in connection with the transactions contemplated hereby, 1998 have been maintained in the ordinary course of business consistent with past practice of the Company, and as otherwise set forth on Schedule 3.05(b) heretothere are no material misstatements, mistakes or omissions therein, and there have been no transactions involving the Company does that properly should have been reflected in the Historical Financial Statements in accordance with such accounting principles that have not have any liabilities or been reflected therein. The Balance Sheet accurately reflects all liabilities, obligations and commitments of any nature whatsoever (whether absolute, accrued, contingent or otherwiseotherwise and whether matured or unmatured) which are not adequately reserved of the Company, except (a) liabilities, obligations or reflected on commitments incurred since the balance sheet date of the Balance Sheet in the ordinary course of business of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for and consistent with past practice and (b) other liabilities or obligations which not required to be shown on a balance sheet prepared in accordance such accounting principles. The Pro forma Financial Statements represent the best estimate by Seller and management of the Company for the operating results and financial condition of the Company for the period and as of the date of the Pro forma Financial Statements, based on reasonable assumptions and taking into account all known trends in the aggregate do not exceed $100,000, Company's business and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsoperations.

Financial Statements. The (ai) The Company has previously delivered to Parent copies of Interim Financial Statements, (ii) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim annual financial statements of the Company for the years ended June 30, 2023 and its Subsidiaries included or incorporated by reference 2022, including the schedules thereto, the auditor’s report thereon and the notes in respect thereof (the “Annual Financial Statements” and together with the Interim Financial Statements, the “Financial Statements”), (iii) audited consolidated financial statements of the Predecessor LPs (as such term is defined in the Company SEC Reports Prospectuses) for the financial years ended December 31, 2022 and December 31, 2021, audited consolidated financial statements of the Predecessor LPs from January 1, 2023 to the SFF Consolidation Date (as hereinafter definedsuch term is defined in the Prospectuses), audited consolidated financial statements of SFF from August 11, 2023, the date of incorporation, to December 31, 2023, unaudited interim consolidated financial statements of SFF for the three months ended March 31, 2024 (together, the “SFF Financial Statements”), and (iv) filed on or after November the pro forma consolidated balance sheet as at March 31, 2024, and the pro forma consolidated statement of income of the Company for the financial year ended June 30, 1995 2023 and the three and nine month period ended March 31, 2024, giving effect to the completion of the Acquisition (the “Pro Forma Financial Statements”). The Financial Statements, the SFF Financial Statements and the Pro Forma Financial statements, taken together, present fairly in all material respects the financial condition, results of operations and cash flows of the Company, SFF and the Company following completion of the SFF Transaction, as applicable, on a consolidated basis as of the dates and for the periods indicated, complies in all material respects as to form with the applicable accounting requirements of Securities Laws and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”); the supporting schedules present fairly in accordance with generally accepted accounting principles ("GAAP") consistently applied during IFRS the periods involved (except as may information required to be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of stated therein; neither the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended nor SFF has any liability or obligation (subjectincluding, in the case of any unaudited interim financial statementswithout limitation, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of to fund any nature whatsoever (operations or work, to give any guarantees or for taxes), whether accrued, absolute, accrued, contingent or otherwise) which are , not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000Financial Statements, and there do not exist any circumstances that the SFF Financial Statements or the Pro Forma Financial statements, which could reasonably be expected to result in a Material Adverse Effect. In preparing such liabilities SFF Financial Statements and the Pro Forma Financial Statements, the Company has had limited access to the books and records of SFF and the Predecessor LPs and is not in a position to independently assess or obligationsverify information related to SFF and the Predecessor LPs that was used to prepare the SFF Financial Statements or the Pro Forma Financial Statements.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of the audited consolidated consolidated, unaudited balance sheets of the Company as of November 30and its Subsidiaries, 1995, November 30, 1996 and November 30, 1997, and together with the related consolidated unaudited statements of income, changes in stockholders' equity operations and cash flows as at and for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10nine-KSB for the fiscal year month period ended November September 30, 1997 filed 2014 and the notes thereto (together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Documents, the “Financial Statements”). (as hereinafter definedb) The Financial Statements fairly present, and each Financial Statement filed on or after November 30subsequent to the date hereof will fairly present, 1995 have been prepared in accordance all material respects, in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved IFRS (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, subject to normal year-end audit adjustments and the absence of footnotes in the case of any unaudited interim financial statements). Each of the Financial Statements, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the 1933 Act and the 1934 Act and any rules and regulations promulgated thereunder applicable to the absence of footnotes required by GAAP and normal year-end adjustments)Financial Statements. (bc) Except 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 (including any contract or arrangement relating to any transaction or relationship between or among the Company, 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 set forth on Schedule 3.05(bdefined in Item 303(a) hereto for of Regulation S-K under the 1934 Act), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoof, the Company does not have any liabilities in its published financial statements or obligations of any nature whatsoever other Company Reports. (whether absolute, accrued, contingent or otherwised) which are not adequately reserved or reflected on the balance sheet The books and records of the Company included in and its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000Subsidiaries have been, and there do not exist any circumstances that could reasonably be expected to result are being, maintained in such liabilities or obligationsall material respects in accordance with IFRS.

Financial Statements. The Company has delivered to DoveBid, attached -------------------- hereto as Exhibit B, copies of: (a) The Company has previously delivered to Parent copies of the audited consolidated Company's compiled balance sheets of the Company sheet as of November --------- April 30, 1995, November 30, 1996 and November 30, 19971999, and the related consolidated statements Company's compiled balance sheets as of incomeDecember 31, changes in stockholders' equity 1999 and February 29, 2000, respectively (the "Balance Sheets") and (b) the Company's compiled income statement and statement of cash flows for the fiscal years 1996 through 1997twelve months ended April 30, inclusive1999, included in and the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies unaudited income statements and statement of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months eight month period ended May December 31, 19981999 and the ten month period ended February 29, included 2000, respectively (together, with the Balance Sheets and the Closing Balance Sheet, the "Financial Statements"). The Financial Statements (a) are in accordance with the books and records of the Company's Quarterly Report on Form 10-QSB for , (b) fairly present the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements condition of the Company and its Subsidiaries included or incorporated by reference subsidiaries at the date therein indicated and the results of operations for the period therein specified (except for the unaudited balance sheets dated as of February 29, 2000, and December 31, 1999, and the unaudited income statements and statement of cash flows for the eight month period ended December 31, 1999 and the ten month period ended February 29, 2000, which fairly present in all material respects the financial condition of the Company SEC Reports and its subsidiaries at the date therein indicated and the results of operations for the period therein specified) and (as hereinafter definedc) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis with prior periods. The Company ("GAAP"including its subsidiaries) consistently applied during the periods involved (except as may be indicated has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements Financial Statements and the published rules Closing Liabilities Schedule, other than such liabilities and regulations of obligations which (i) are not required to be reflected on the SEC Balance Sheet in accordance with respect theretothis Section 2.8, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (bii) Except as set forth on Schedule 3.05(b) hereto for liabilities were incurred since May 31, 1998 in the ordinary course of the Company's business consistent with past practice practice, and as otherwise set forth on Schedule 3.05(b(iii) hereto, are not material in amount to the Company does not have any liabilities or obligations of any nature whatsoever (whether absoluteits financial condition, accrued, contingent assets or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsbusiness.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited the related notes thereto of BlackBerry and its consolidated subsidiaries for the years ended February 28, 2023 and February 28, 2022 and the interim consolidated financial statements and the related notes thereto of BlackBerry and its consolidated subsidiaries for the three and six months ended August 31, 2023 (the “Financial Statements”) comply in all material respects with the applicable requirements of the Company Canadian securities laws and present fairly the financial position of BlackBerry and its Subsidiaries included or incorporated by reference subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the Company SEC Reports (as hereinafter defined) filed on or after November 30periods specified, 1995 and have been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") consistently principles, in each case applied during on a consistent basis throughout the periods involved covered thereby (except (i) as may be otherwise indicated in the such financial statements and notes thereto thereto, or, in the case of the unaudited audited statements, in the related report of BlackBerry independent auditors, as permitted by Form 10-QSB)the case may be, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended or (subject, ii) in the case of any unaudited interim financial statements, are subject to the absence of footnotes nominal period-end adjustments and may omit notes which are not required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 applicable laws in the ordinary course unaudited statements). None of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoBlackBerry or its subsidiaries has any liabilities, the Company does not have any liabilities obligations, indebtedness or obligations of any nature whatsoever (commitments, whether accrued, absolute, accrued, contingent or otherwise) , which are not adequately reserved disclosed or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which referred to in the aggregate do Financial Statements, other than liabilities, obligations, or indebtedness or commitments (i) incurred in the normal course of business, (ii) which have been publicly disclosed by BlackBerry, or (iii) which would not exceed $100,000, and there do or would not exist any circumstances that could reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference (including, in each case, any accompanying notes thereto) contained in the Company SEC Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, August 25, 2006 (the “Company Financials”): (i) complied, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (as hereinafter definedii) was prepared, and in the case of consolidated financial statements to be contained in Company SEC Reports filed on or after November 30the date hereof, 1995 have been prepared will be prepared, in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied during on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by Form 10the rules of the SEC, and except that the unaudited financial statements are subject to normal and recurring year-QSB)end adjustments) and (iii) fairly presented, complied as and in the case of their respective dates consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated income results of the Company’s operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated (subject, in the case of any unaudited interim financial quarterly statements, to the absence of footnotes required by GAAP and normal year-end audit adjustments). The consolidated balance sheet of the Company and its subsidiaries as of March 2, 2007, contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet. (b) ” Except as set forth on Schedule 3.05(breflected or reserved against in the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for (i) hereto for liabilities incurred since May 31, 1998 the date of the Company Balance Sheet in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(bpractice, (ii) hereto, liabilities incurred in connection with or expressly permitted by the Company does not have any liabilities terms of this Agreement or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000transactions contemplated hereby, and there do (iii) liabilities that, taken individually or together with other liabilities, have not exist any circumstances that could had and would not reasonably be expected to result have a Material Adverse Effect on the Company. The Company has not had any disagreement with KPMG LLP, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Company Financials are consistent with such liabilities or obligationsbooks and records. Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC).

Financial Statements. (a) The Company Seller has previously delivered made available to Parent Purchaser true and complete copies of (i) the audited consolidated combined balance sheets of the Company as of November 30January 3, 19952004 and December 28, November 302002 and related audited combined statements of earnings, 1996 cash flows and November 30, 1997Seller's net investment for the Companies and their Subsidiaries for the fiscal years then ended, and (ii) the unaudited combined balance sheet as of January 1, 2005 and related consolidated unaudited combined statements of income, changes in stockholders' equity earnings and statement of cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB Companies and their Subsidiaries for the fiscal year ended November 30January 1, 1997 filed with 2005 (collectively, the SEC under the Exchange Act"Financial Statements"). The Company has also previously delivered January 1, 2005 balance sheet is referred to Parent copies of herein as the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. "Reference Balance Sheet." (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been prepared based on the books and records of the Companies and their Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during and the periods involved Companies' normal accounting practices, consistent with past practice (except as may be indicated therein or in the notes thereto oror schedules thereto), (ii) except with respect to the unaudited Financial Statements described under Section 4.5(a)(ii), are in the case accordance with Regulation S-X of the unaudited statementsSecurities Exchange Act of 1934, as permitted by Form 10-QSB)amended, complied as of their respective dates and (iii) present fairly, in all material respects with applicable accounting requirements respects, the combined financial condition, combined results of operations and the published rules and regulations combined statements of cash flow of the SEC with respect thereto, Companies and fairly present the consolidated financial position of the Company and its their Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds indicated or for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated. (bc) Except Seller's internal control over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions of the Companies and the Subsidiaries are recorded as set forth necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures of the Companies and the Subsidiaries are being made only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Assets that could materially affect the combined financial statements of the Companies and the Subsidiaries. Based on Schedule 3.05(b) hereto for liabilities incurred since May 31information available and Seller's internal control review conducted through the date hereof, 1998 Seller has no knowledge of any significant deficiencies or material weaknesses in the ordinary course design or operation of business consistent Seller's internal control over financial reporting with past practice and as otherwise set forth on Schedule 3.05(b) heretorespect to the Companies, the Company does not have any liabilities Subsidiaries or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Business. The books and records of the Company included Companies and the Subsidiaries, all of which have been made available to Purchaser, are complete and accurate in all material respects and at the Closing will be in their possession. (d) The matters relating to Seller and certain of its Quarterly Report on Form 10Subsidiaries subject to an informal inquiry by the Securities and Exchange Commission and under investigation by Seller's Audit Committee do not involve or affect the financial reporting, financial statements or internal controls relating to the Business or any of the Companies or Subsidiaries. (e) Section 4.5(e) of the Disclosure Schedule sets forth Seller's good faith calculation of excess raw product costs, fruit start-QSB up costs, excess insurance allocation costs, executive severance costs and bonus costs, in each case, of the Companies and the Subsidiaries for the quarter fiscal year ended May 31January 1, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations2005.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference contained in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and have been prepared in accordance with the applicable generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein). The Company's financial statements fairly present, and fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates date thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except The unaudited balance sheet, results of operations and statement of cash flows of the Company for the year ended September 2004, fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as set forth on Schedule 3.05(b) hereto of the date thereof and the consolidated results of their operations and cash flows for liabilities incurred since May 31, 1998 the periods indicated (subject to the absence of footnotes and year-end adjustments). The standard cost information for the Company's products delivered to Parent prior to the execution of this Agreement were derived from the Company's accounting books and records maintained in the ordinary course of business consistent the Company's business, were prepared in accordance with the Company's past practice with respect to similar information and, on that basis, accurately reflect the cost to manufacture such products. (c) The Company and as otherwise set forth on Schedule 3.05(bits Subsidiaries have no Liabilities having a value individually or in the aggregate in excess of $400,000, except, (i) hereto, to the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or extent reflected on the September 30, 2004 balance sheet (including the draft footnotes to the September 30, 2004 balance sheet delivered to Parent prior to the execution of this Agreement), (ii) Liabilities incurred in the normal and ordinary course of business of the Company included since September 30, 2004, or (iii) Liabilities disclosed in its Quarterly Report on Form 10-QSB for Section 2.9(c) of the quarter ended May 31Company Disclosure Letter. For purposes of this Section 2.9(c), 1998the term "Liabilities" means liabilities of any kind or nature, except for liabilities whether known or obligations which unknown, absolute or contingent, other than Liabilities otherwise disclosed in any other representation or warranty made in this Agreement or in any other section of the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsCompany Disclosure Letter.

Financial Statements. (a) The Company has previously delivered to Parent copies Copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1998 and November 30, 19971999, and the related consolidated statements statement of income, consolidated statement of changes in stockholdersshareholders' shareholders' equity and comprehensive income and consolidated statement of cash flows for the fiscal years 1996 1998 through 19971999, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1999 (the "Company 10-K") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG LLP, independent accountants with respect to the Company, have previously been made available to Parent. The Company has also previously delivered to Parent copies of the unaudited December 31, 1999 consolidated balance sheets sheet of the Company as of May 31, 1998, and (including the related unaudited consolidated statements of income and cash flows for the six months ended May 31notes, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedwhere applicable) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated income operations and retained earnings changes in shareholders' equity and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim consolidated financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet position of the Company included in and its Quarterly Report on Form 10-QSB Subsidiaries for the quarter ended May 31respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, 1998where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, except for liabilities where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or obligations which in the aggregate do not exceed $100,000notes thereto. The books and records of the Company and its Subsidiaries have been, and there do not exist are being, maintained in all material respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother applicable legal and accounting requirements.

Financial Statements. (a) The Company has previously delivered to Parent copies furnished you with the following financial statements, identified by a principal financial officer of the audited Company: consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the dates thereof Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and retained earnings cash flows of the Company and sources and applications of funds its Subsidiaries for the periods then ended Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, in the case of any unaudited as to interim financial statements, to the absence of footnotes required by GAAP changes resulting from audits and normal year-end adjustments). , have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (bloss) Except as set forth on Schedule 3.05(b) hereto and cash flows fairly present the results of the operations of the Company and its Subsidiaries for liabilities incurred since May 31, 1998 the periods indicated. There has been no material change in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobusiness, the Company does not have any liabilities condition or obligations of any nature whatsoever operations (whether absolute, accrued, contingent financial or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included and its Subsidiaries taken as a whole (except as otherwise described in its Quarterly Report on Form 10-QSB for the quarter ended May 31subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations1999.

Financial Statements. (a) The Company has previously delivered to Parent the Purchasers copies of (i) the audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 2000 and November 30, 19972001, and the related consolidated statements of incomeoperations, changes in statements of stockholders' equity and cash flows for the fiscal years 1996 1999 through 19972001, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K (as amended) for the fiscal year ended November 30December 31, 1997 2001, filed by the Company with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies , in each case accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants, and (ii) the unaudited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of May 31June 30, 1998, 2002 (the "BALANCE SHEET") and the related unaudited consolidated statement of operations, statements of income stockholders' equity and cash flows for the six months three- and six-month periods then ended May 31, 1998, included as reported in the Company's Quarterly Report on Form 10-QSB Q for the quarter ended May 31June 30, 1998 2002, filed with the SEC under the Exchange Act. The audited consolidated All of such financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof shown and the results of the consolidated income operations, statements of stockholders' equity and retained earnings cash flows of the Company and sources and applications of funds the Company Subsidiaries for the respective fiscal periods then ended (or as of the respective dates therein set forth, in each case subject, in the case of any unaudited as to interim financial statements, to the absence of footnotes required by GAAP and normal changes resulting from year-end adjustmentsadjustments (none of which will be material in amount and effect). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31. All of such financial statements have been prepared in accordance with GAAP consistently applied during the periods involved, 1998 in the ordinary course of business consistent with past practice and except as otherwise set forth on Schedule 3.05(b) heretoin the notes thereto, and the Company does not and the Company Subsidiaries have any no liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately fully reflected or reserved or reflected on against in the balance sheet as of the Company June 30, 2002, included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998such financial statements, except for liabilities or obligations which that may have arisen in the aggregate do ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, would not exceed $100,000, and there do not exist constitute a Material Adverse Effect. Neither the Company nor any circumstances that could reasonably be expected to result in such liabilities Company Subsidiary has entered into any off-balance sheet arrangements or obligationstransactions.

Financial Statements. (a) The Company has previously delivered As at the date of this Agreement, in relation to Parent copies of the Company, the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997shareholders’ equity, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of comprehensive income and cash flows for the six months ended May 31, 1998, included contained in the Company's Quarterly Report its Registration Statement on Form 10-QSB for the quarter ended May 31S-3, 1998 filed with the SEC under the Securities and Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed Commission on or after November 302 August 2007, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orGAAP and present fairly, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Consolidated Subsidiaries as of the dates thereof 31 December 2006 and 31 December 2005 and the results of operations and cash flows of the Company and its Consolidated Subsidiaries for each of the three fiscal years ending on 31 December 2006, 31 December 2005 and 31 December 2004. The unaudited consolidated balance sheets and related consolidated statements of income and retained earnings and sources and applications of funds contained in the Company’s quarterly report on Form 10-Q for the periods then fiscal quarter ended (subject30 September 2007, have been prepared in the case of any accordance with GAAP applicable to interim unaudited interim financial statementsstatements and, to except for the absence of footnotes and other information required by GAAP to be included in audited financial statements prepared in accordance with GAAP, present fairly, in all material respects, the financial position of the Company and normal year-end adjustments)its Consolidated Subsidiaries as of 30 September 2007 and the results of operations of the Company and its Consolidated Subsidiaries for the three and nine months then ended. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31In relation to any document filed or provided by the Company in accordance with Clause 20.1 (Financial Statements), 1998 such document has been prepared in the ordinary course of business consistent accordance with past practice GAAP and as otherwise set forth on Schedule 3.05(b) heretopresents fairly, in all material respects, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet financial position of the Company included and its Consolidated Subsidiaries as at the date to which the document relates and the results of operations and cash flows of the Company and its Consolidated Subsidiaries. (c) In relation to each Obligor other than the Company, its audited financial statements (if any) most recently delivered to the Facility Agent: (i) have been prepared in accordance with GAAP, consistently applied; and (ii) fairly represent its Quarterly Report on Form 10-QSB for financial condition (consolidated, if applicable) as at the quarter ended May 31date to which they were drawn up, 1998except, except for liabilities in each case, as disclosed to the contrary in those financial statements. (d) No financial statement contained in any filing by a US Obligor with the United States Securities and Exchange Commission when filed is false or obligations which misleading in any material respect or omits to state a material fact necessary to make the aggregate do statements contained therein not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsmisleading.

Financial Statements. (a) The Company Market has previously delivered to Parent Peoples copies of the audited consolidated balance sheets statements of the Company financial condition of Market as of November September 30, 19951999, November 30, 1996 1998 and November 30, 1997, 1997 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November September 30, 1999, 1998 and 1997 filed with in each case accompanied by the SEC under the Exchange Act. The Company has also previously delivered to Parent copies audit reports of Xxxxx Xxxxxxxx LLP, independent public accountants, as well as the unaudited consolidated balance sheets statement of the Company financial condition of Market as of May 31June 30, 1998, 2000 and the related unaudited consolidated statements statement of income income, changes in stockholders' equity and cash flows for the six three and nine months ended May 31June 30, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act2000 and 1999. The audited consolidated statements of financial condition of Market referred to herein (including the related notes, where applicable), as well as the consolidated financial statements contained in the reports of Market to be delivered by Market pursuant to Section 4.05 hereof, fairly present or will fairly present, as the case may be, the consolidated financial condition of Market as of the respective dates set forth therein, and unaudited the related consolidated statements of income, changes in stockholders' equity and cash flows (including the related notes, where applicable) fairly present or will fairly present, as the case may be, the results of the consolidated operations, changes in stockholders' equity and cash flows of Market for the respective periods or as of the respective dates set forth therein (it being understood that Market's interim financial statements are not audited but reflect all adjustments which are, in the opinion of Market, necessary for a fair presentation of such financial statements). (b) Each of the Company and its Subsidiaries included financial statements referred to in this Section 2.04 (including the related notes, where applicable) has been or incorporated by reference in will be, as the Company SEC Reports (as hereinafter defined) filed on or after November 30case may be, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved involved. The books and records of Market and Market Bank are being maintained in material compliance with applicable legal and accounting requirements and reflect only actual transactions. (except as may be indicated c) Except to the extent reflected, disclosed or reserved against in the consolidated financial statements referred to in the first sentence of Section 2.04(a) or the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for or liabilities incurred since May 31June 30, 1998 2000 in the ordinary course of business and consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoexcept for obtaining FHLB advances since June 30, the Company does not have 2000, neither Market nor Market Bank has any liabilities obligation or obligations of any nature whatsoever (liability, whether absolute, accrued, contingent or otherwise) which are not adequately reserved , material to the business, operations, assets or reflected on the balance sheet financial condition of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, Market and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsMarket Bank taken as a whole.

Financial Statements. (aA) The Company has previously delivered to Parent Schedule 4.6 contains copies of the following financial statements: (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the Company Subsidiaries as at December 31, 2001, 2002 and 2003 and related audited consolidated statements of income, income and changes in stockholders' equity and cash flows financial position for each of the fiscal years 1996 through 1997ended on those dates, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under reports thereon of KPMG LLP, certified independent public accountants (such audited financial statements being hereinafter referred to as the Exchange Act. The "Audited Financial Statements" and the audited consolidated balance sheet of the Company has also previously delivered and the Company Subsidiaries as at December 31, 2003 being hereinafter referred to Parent copies of as the "December 31, 2003 Balance Sheet"); (ii) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the Company Subsidiaries as at September 30, 2003 and 2004 and related unaudited consolidated statements of income and cash flows changes in financial position for the six months nine-month periods ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated those dates (such unaudited financial statements being hereinafter referred to as the "Interim Financial Statements" and such unaudited consolidated interim financial statements balance sheet of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Subsidiaries as at September 30, 2004 being hereinafter referred to as the "September 30, 2004 Balance Sheet"); (iii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as hereinafter definedat October 31, 2004 and related unaudited consolidated statement of income (the "October 2004 Financial Statements"); and (iv) filed on or after the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as at November 30, 1995 have been 2004 and related unaudited consolidated statement of income (the "November 2004 Financial Statements"). (B) The Audited Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved (except as may be indicated in the notes thereto orthereto). The Audited Financial Statements have been audited by KPMG LLP, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries at the respective dates thereof and the consolidated results of operations of the Company and the Company Subsidiaries for the respective periods then ended. (C) The Interim Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with the application of such principles applied in the preparation of the Audited Financial Statements. The Interim Financial Statements do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Company and the Company Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and indicated therein except as otherwise set forth on Schedule 3.05(btherein. (D) hereto, The October 2004 Financial Statements and the Company does not have any liabilities or obligations November 2004 Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with the application of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on such principles applied in the balance sheet preparation of the Audited Financial Statements. The October 2004 Financial Statements and the November 2004 Financial Statements accurately reflect the consolidated financial position and the consolidated results of operations of the Company included in its Quarterly Report on Form 10-QSB and the Company Subsidiaries for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsrespective periods covered thereby.

Financial Statements. (a) The Company has previously delivered to Parent copies consolidated statements of the audited consolidated balance sheets financial condition of the Company WHFC and its subsidiaries as of November 30December 31, 1995, November 30, 1996 1998 and November 30, 1997, 1997 and the related consolidated statements of income, changes in stockholders' statements of stockholder equity and cash flows for each of the three fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May December 31, 1998, 1997 and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed 1996 together with the SEC under notes thereto, examined and reported upon by KPMG LLP, independent certified public accountants, complete copies of which have previously been delivered to CAMCO (hereinafter referred to as the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined"WHFC Audited Financials") filed on or after November 30, 1995 have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (on a consistent basis, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretostated therein, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof WHFC at such date and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)such periods. (b) Except The unaudited consolidated statements of financial condition of WHFC as set forth on Schedule 3.05(b) hereto for liabilities incurred since May of March 31, 1999 and March 31, 1998 and related unaudited consolidated statements of income, statements of stockholders equity and cash flow for the three months then ended included in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its WHFC Quarterly Report on Form 10-QSB Q for the quarter ended May March 31, 19981999 as currently on file with the SEC, except and previously delivered to CAMCO, (hereinafter referred to as the "WHFC INTERIM FINANCIALS") fairly present the financial position of WHFC at such dates and the results of its operations and cash flows for such periods and have been prepared in accordance with GAAP applied on a consistent basis, subject to normal recurring year-end adjustments, or as otherwise may be specified therein. (c) The audits of WHFC and the BANK have been conducted in all material respects in compliance with generally accepted auditing standards. The book and records of WHFC and the BANK are being maintained in material compliance with applicable legal and accounting requirements, and such books and records accurately reflect in all material respects all dealings and transactions in respect of the business, assets, liabilities and affairs of WHFC and the BANK. (d) Except as disclosed in the WHFC INTERIM FINANCIALS, as of March 31, 1999, WHFC had no liabilities or obligations which in material to the aggregate do not exceed $100,000business condition (financial or otherwise) of WHFC and its consolidated subsidiaries taken as a whole, whether accrued, absolute, contingent or otherwise, and there do whether due or to become due. (e) The WHFC AUDITED FINANCIALS and WHFC INTERIM FINANCIALS did not, as of the dates thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the information contained therein, in light of the circumstances under which they were made, not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsmisleading.

Financial Statements. (a) The Company has previously delivered Seller Parties have furnished to Parent the Buyer true and complete copies of the following financial statements: (1) The audited consolidated balance sheets financial statements of the Company Parent and its consolidated Subsidiaries as of November 30and for the three years ended December 31, 19952004, November 30through December 31, 1996 and November 30, 19972006, and the related unaudited consolidated financial statements as of and for the quarter ended March 31, 2007 (together with the notes relating thereto, whether or not included therein) (collectively, the “Parent Financial Statements”). Each Parent Financial Statement, including without limitation, each consolidated balance sheet and each of the consolidated statements of incomeoperations, changes shareholders’ equity and comprehensive loss and cash flows contained therein, (i) was prepared in stockholders' accordance with GAAP applied on a basis and in a manner consistent with prior periods except as disclosed in the notes thereto, (ii) is consistent with the books and records of the Parent and its consolidated Subsidiaries (which are accurate and complete in all material respects), and (iii) fairly presents the consolidated financial condition as of the date thereof, and the consolidated results of operations, shareholders’ equity and cash flows for and during the fiscal years 1996 through 1997periods covered thereby, inclusiveof the Parent. The Parent maintains, included on behalf of itself and its consolidated subsidiaries, a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations, (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the Company's Annual Report on Form 10-KSB recorded accountability for assets is compared with the existing assets at reasonable market intervals and appropriate action is taken with respect to any differences. (2) MGA’s audited statutory financial statements as of and for the fiscal year three years ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May December 31, 19982004, through December 31, 2006, and the related unaudited consolidated statutory financial statements as of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May March 31, 1998 2007 (together with the notes relating thereto, whether or not included therein), as filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements or submitted to Texas Department of the Company and its Subsidiaries included Insurance on forms prescribed or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBsuch department (collectively, the “MGA Financial Statements”), . Each MGA Financial Statement complied as of their respective dates in all material respects with all applicable accounting requirements and the published laws, statutes, rules and regulations when so filed, and all material deficiencies with respect to any MGA Financial Statement have been cured or corrected. Each MGA Financial Statement, including without limitation, each balance sheet and each of the SEC statements of operations, capital and surplus accounts and cash flows contained therein, (i) was prepared in accordance with respect SAP applied on a basis and in a manner consistent with prior periods except as disclosed in the notes thereto, (ii) is consistent with the books and records of MGA (which are accurate and complete in all material respects), and (iii) fairly present presents the consolidated financial position of the Company and its Subsidiaries condition as of the dates thereof date thereof, and the consolidated income results of operations for and retained earnings and sources and applications of funds for during the periods then ended (subjectcovered thereby, in the case of any unaudited interim financial statements, MGA. MGA has disclosed to the absence Buyer all accounting principles or practices used in preparing the MGA Financial Statements for which MGA has requested approval or received permission from the Texas Department of footnotes required by GAAP and normal year-end adjustments)Insurance. (b3) Except The Company’s audited statutory financial statements as set forth on Schedule 3.05(b) hereto of and for liabilities incurred since May the three years ended December 31, 1998 in 2004, through December 31, 2006, and the ordinary course unaudited statutory financial statements as of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May March 31, 19982007 (together with the notes relating thereto, whether or not included therein), as filed with or submitted to the Oklahoma Insurance Department on forms prescribed or permitted by such department (collectively, the “Company Financial Statements”). Each Company Financial Statement complied in all material respects with all applicable laws, statutes, rules and regulations when so filed, and all material deficiencies with respect to any Company Financial Statement have been cured or corrected. Each Company Financial Statement, including without limitation, each balance sheet and each of the statements of operations, capital and surplus accounts and cash flows contained therein, (i) was prepared in accordance with SAP applied on a basis and in a manner consistent with prior periods except for liabilities or obligations which as disclosed in the aggregate do not exceed $100,000notes thereto, (ii) is consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects), and there do not exist any circumstances that could reasonably be expected (iii) fairly presents the financial condition as of the date thereof, and the results of operations for and during the periods covered thereby, of the Company. The Seller Parties have disclosed to result the Buyer all accounting principles or practices used in such liabilities preparing the Company Financial Statements for which the Company has requested approval or obligationsreceived permission from the Oklahoma Insurance Department.

Financial Statements. Sellers have delivered, or have caused to be delivered, to Buyer: (a) The Company has previously delivered to Parent copies an audited consolidated closing balance sheet of the Company and its Subsidiaries at May 30, 2001, (b) audited consolidated balance sheets of the Company and its Subsidiaries as at each of November September 30, 1995, November 2001 and September 30, 1996 2002, and November 30the related audited consolidated statements of income, 1997changes in stockholders’ equity and cash flow, together with notes thereto, for each of the four months and one year, respectively, then ended, together with the report thereon of Ernst & Young, L.L.P., independent certified public accountants, (c) a consolidated balance sheet of the Company and its Subsidiaries as at February 28, 2003 (including any notes thereto, the “Balance Sheet”) and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows flow for the fiscal years 1996 through 1997five months then ended, inclusivetogether with the report thereon of Ernst & Young, included in L.L.P., independent certified public accountants, (d) an unaudited consolidated balance sheet of the Company's Annual Report on Form 10-KSB for Company and its Subsidiaries as at September 30, 2003, and (e) an unaudited consolidated balance sheet of the fiscal year ended Company and its Subsidiaries as at November 30, 1997 filed with 2003 (the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, “Interim Balance Sheet”) and the related unaudited consolidated statements of income income, changes in stockholders’ equity and cash flows flow for the six 9 months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Actthen ended. The audited consolidated Such financial statements fairly present the financial condition and unaudited consolidated interim financial statements the results of operations, changes in stockholders’ equity and cash flow of the Company and its Subsidiaries included or incorporated by reference taken as a whole as at the respective dates of, and for the periods referred to, in the Company SEC Reports (as hereinafter defined) filed on or after November 30such financial statements, 1995 have been prepared all in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal recurring year end adjustments and the absence of footnotes notes; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved and from each, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 to be included in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet consolidated financial statements of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsCompany.

Financial Statements. (a) The Company has previously delivered to provided Parent true and complete copies of the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “Historical Financials”): (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of November 30December 31, 19952012, November 30December 31, 1996 and November 30, 19972011, and the related consolidated December 31, 2010, and statements of income, changes in stockholders' equity retained earnings and cash flows for each of the fiscal three years 1996 through 1997, inclusive, included in then ended (the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of “Year End Financials”); and (ii) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position sheet of the Company and its Subsidiaries as of the dates thereof June 30, 2013 and the consolidated income and retained earnings and sources and applications statement of funds operations for the periods six months then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments“Most Recent Financials”). (b) Except The Year End Financials (including the related schedules and notes, if any) have been prepared in accordance with GAAP. The Most Recent Financials have been prepared in accordance with GAAP (except for the omission of disclosure notes and year-end adjustments) and the Company and its Subsidiaries’ past principles, practices and procedures for preparing financial statements for interim periods. The Historical Financials (including the notes) present fairly in all material respects the financial condition of the Company and its Subsidiaries as of such dates and the results of operations of the Company and its Subsidiaries for such periods. The Company and its Subsidiaries have maintained systems of internal accounting controls sufficient to provide reasonable assurances that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of annual and interim financial statements in conformity with GAAP and to maintain proper accountability for items, and (C) access to their property and assets is permitted only in accordance with management’s general or specific authorization. (c) The Company and its Subsidiaries have no Liability except for (a) Liabilities set forth on Schedule 3.05(bin the balance sheet included in the Most Recent Financials, (b) hereto for liabilities incurred since May 31, 1998 Liabilities which have arisen after the date of the most recent Most Recent Financials in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in and its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000Subsidiaries, and there do not exist any circumstances that could reasonably be expected to result (c) Liabilities incurred in such liabilities or obligationsconnection with this Agreement.

Financial Statements. The Borrower has furnished to each Lender (ai) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 and November 30, 19972020, and the related audited consolidated statements of income, changes in stockholders' equity income and cash flows for the fiscal years 1996 through 1997Fiscal Year then ended, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (ii) the unaudited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as of May 31September 30, 19982021, and the related unaudited consolidated statements of income and cash flows for the six months ended May Fiscal Quarter and year-to-date period then ended, certified by a Responsible Officer, (iii) a preliminary unaudited statement of Net Operating Income for the period ending December 31, 19982021 reasonably satisfactory in form to the Administrative Agent and certified by the chief financial officer or chief accounting officer of the Borrower as fairly presenting the Net Operating Income for such periods, included in and (iv) certain other financial information relating to the Company's Quarterly Report on Form 10-QSB for Borrower, the quarter ended May 31, 1998 filed with Guarantors and the SEC under PoolUnencumbered Properties. Such financial statements fairly present the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements condition of the Company Borrower and its Subsidiaries included or incorporated by reference as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, absence of footnotes in the case of the unaudited statementsstatements referred to in clause (ii) above. Since December 31, as permitted by Form 10-QSB)2020, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC there have been no changes with respect thereto, and fairly present to the consolidated financial position of the Company Borrower and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not which have any liabilities had or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result have, either individually or in such liabilities or obligationsthe aggregate, a Material Adverse Effect.

Financial Statements. (a) The Company has previously delivered made available to Parent Purchaser copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of November 30March 31, 19952011 and 2010 and related consolidated statements of income, November 30changes in stockholders’ equity and cash flows for each of the two years in the two-year period ended March 31, 1996 2011, together with the notes thereto, accompanied by the audit report of the Company’s independent registered public accounting firm, as reported in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011 filed with the SEC, (ii) the unaudited consolidated balance sheets of the Company and November 30its Subsidiaries as of December 31, 1997, 2011 and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997nine months ended December 31, inclusive2011 and 2010, included as reported in the Company's Annual ’s Quarterly Report on Form 10-KSB Q for the fiscal year period ended November 30December 31, 1997 2011 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (iii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of May March 31, 1998, 2012 and the related unaudited consolidated statements of income income, changes in stockholders’ equity and cash flows for the six twelve months ended May March 31, 19982012. Such financial statements were prepared from the books and records of Company and its Subsidiaries, included fairly presented, when filed in the Company's Quarterly Report on Form 10-QSB case of (i) and (ii) above, the consolidated financial position of Company and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations and cash flows of Company and its Subsidiaries for the quarter ended May 31periods indicated, 1998 filed and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied throughout the SEC periods covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes to the extent permitted under the Exchange Actapplicable regulations. The audited consolidated financial statements books and unaudited consolidated interim financial statements records of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30have been, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orand are being, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates maintained in all material respects in accordance with applicable GAAP and any other legal and accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. True and complete copies of (a) The Company has previously delivered to Parent copies the financial statements of the audited consolidated Acquired Company from inception until July 15, 2010 and the related balance sheets sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31 in each of the Company years 2008 and 2009 and the related statements of income and retained earnings for the years then ended; and (c) the financial statements consisting of the balance sheet of the PRMC as of November at June 30, 1995, November 30, 1996 and November 30, 19972010, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows retained earnings for the six months ended May 31six-month period then ended. The financial statements referred to in (a), 1998(b) and (c) above collectively referred to as the “Acquired Financial Statements”, all of which are included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSeller Disclosure Schedule. The audited consolidated financial statements Acquired Financial Statements are true, complete and unaudited consolidated interim financial statements of the Company correct and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as jurisdiction of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations place of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for incorporation applied on a consistent basis throughout the periods then ended (involved, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of footnotes required by GAAP and normal year-end adjustments). notes (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31that, 1998 if presented, would not differ materially from those presented in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which annual financial statements). The Acquired Financial Statements are not adequately reserved or reflected based on the balance sheet books and records of the Acquired Company included in and its Quarterly Report on Form 10-QSB Subsidiary, and fairly present the financial condition of the Acquired Company and its Subsidiary as of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiary for the quarter ended May 31periods indicated. The balance sheets of the Acquired Company as of July 15, 19982010 and its Subsidiary as of June 30, except for liabilities or obligations which 2010 are referred to herein as the “Acquired Balance Sheet” and June 30, 2010 is referred to as the “Acquired Balance Sheet Date”. Each of the Acquired Company and its Subsidiary maintains a standard system of accounting established and administered in accordance with generally accepted accounting principles in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsjurisdiction of their respective place of incorporation.

Financial Statements. Long Beach has previously made available to Washington Mutual copies of (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Long Beach and its Subsidiaries, as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of incomeoperations, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the CompanyLong Beach's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1998 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Deloitte & Touche LLP, independent auditors with respect to Long Beach, and (b) the unaudited consolidated balance sheets of Long Beach and its Subsidiaries as of March 31, 1998 and March 31, 1999 and the related unaudited consolidated statements of operations, stockholders, equity and cash flows for the three-month periods then ended, as reported in Long Beach's Quarterly Report on Form 10-Q for the period ended March 31, 1999 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies Each of the unaudited consolidated balance sheets of financial statements referred to in this Section 4.6 (including the Company as of May 31related notes, 1998where applicable) fairly present, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of referred to in Section 7.11 hereof (including the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports related notes, where applicable) will fairly present (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Form 10-QSBto normal recurring adjustments, none of which are expected to be material in nature or amount), complied the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Long Beach and its Subsidiaries for the respective fiscal periods or as of their the respective dates therein set forth. Each of such financial statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 7.11 hereof (including the related notes, where applicable) will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.respect

Financial Statements. TMS has filed all registration statements, forms, reports and other documents required to be filed by TMS with the Securities and Exchange Commission ("SEC") and has made available to Purchaser copies of all registration statements, forms, reports and other documents filed by TMS with the SEC since August 31, 2003. All such registration statements, forms, reports and other documents (including those that TMS may file after the date hereof until the Closing) are referred to herein as the "TMS SEC Reports." The TMS SEC Reports, at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) The Company has previously delivered to Parent copies an audited balance sheet of the audited consolidated balance sheets of the Company TMS as of November 30August 31, 19952003 (including the notes thereto, November 30, 1996 and November 30, 1997the "Balance Sheet"), and the related consolidated audited statements of incomeoperations, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997year then ended, inclusiveincluding in each case the notes thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies report thereon of the KPMG, independent certified public accountants; (c) an unaudited consolidated balance sheets sheet of the Company TMS as of May 31, 19982004, (the "Interim Balance Sheet") and the related unaudited statements of operations, shareholders' equity and cash flows for the nine (9) months then ended, including in each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a Closing Balance Sheet as of September 30, 2004, and the related unaudited consolidated statements of income operations, shareholders' equity and cash flows for each applicable period then ended, including notes thereto. Such financial statements fairly present, or will fairly present, the six months ended May 31financial condition and the results of operations, 1998, included in shareholders' equity and cash flows of TMS as at the Company's Quarterly Report on Form 10-QSB respective dates of and for the quarter ended May 31periods referred to in such financial statements, 1998 filed all in accordance with GAAP. Additionally, TMS has provided the SEC under the Exchange Act. The audited consolidated financial statements and Buyer with unaudited consolidated interim financial statements of the Company operations, shareholders' equity and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30cash flows, 1995 have been updated monthly and prepared in accordance with generally accepted GAAP except that such statements have not included any notes which may be required by GAAP. The financial statements referred to in this Section 4.7 reflect and will reflect the consistent application of such accounting principles ("GAAP") consistently applied during throughout the periods involved (involved, except as may be indicated disclosed in the notes thereto orto such financial statements, subject to normal year-end adjustments in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their financial statements which were not or are not expected to be material in amount. Since the respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretomost recent of such financial statements and related information documents provided by TMS to Buyer, and fairly present until the consolidated financial position Closing Balance Sheet Date, the operation of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required Business by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 TMS has been conducted in the ordinary course of business and consistent with past practice practices and as otherwise set forth on Schedule 3.05(b) heretothere has not been any Material Adverse Effect in the financial condition, the Company does not have any liabilities assets, liabilities, revenues, expenses or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet operations of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsBusiness.

Financial Statements. (a) The Company has previously delivered to Parent copies Except as set forth in Section 3.7 of the Disclosure Schedule, the audited consolidated balance sheets of the Company MLP as of November 30at December 31, 19951997, November 30December 31, 1996 and November 30December 31, 1997, 1995 and the related consolidated audited statements of income, changes in stockholderspartners' equity interests and cash flows of MLP for the fiscal years 1996 through 1997then ended, inclusivetogether with the notes related thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Documents have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates thereto) and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries MLP as of at the dates thereof and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)ended. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in Section 3.7 of the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoDisclosure Schedule, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the unaudited condensed consolidated balance sheet of MLP as at September 30, 1998 (the Company "Balance Sheet") and the related unaudited condensed consolidated statements of income and cash flows of MLP for the nine months then ended, together with the notes thereto included in the SEC Documents, have been prepared in accordance with GAAP for interim financial information applied on a consistent basis during such interim period (except as may be indicated in the notes thereto) and, subject to normal year-end audit adjustments (which, in the aggregate, will not be material), in all material respects present fairly the consolidated financial position of MLP as at the date thereof and the consolidated results of its Quarterly Report on Form 10-QSB operations and cash flows for the quarter ended May 31period then ended. September 30, 1998, except for liabilities or obligations which in 1998 is referred to herein as the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations"Balance Sheet Date."

Financial Statements. (a) The Company has previously delivered to Parent of the Pinnacle Disclosure Schedule contains true, complete and correct copies of the audited consolidated balance sheets of the Company Pinnacle and its consolidated Subsidiaries as of November 30July 31, 19952003, November 30July 31, 1996 2002 and November 30July 31, 19972001, and the related audited consolidated statements of incomeoperations, changes in stockholderscash flows and shareholders' equity of Pinnacle and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB its consolidated Subsidiaries for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May July 31, 19982003 (the "Latest Pinnacle Balance Sheet Date"), July 31, 2002 and for the period from March 29, 2001 (Pinnacle's date of incorporation) to July 31, 2001 (Pinnacle had no operations until May 22, 2001, the date on which Pinnacle consummated the acquisition of certain assets and the assumption of certain liabilities of Vlasic Foods International Inc.'s North American business), and the related unaudited consolidated notes thereto (such audited financial statements collectively being referred to herein as the "Pinnacle Financial Statements"), accompanied by a true and correct copy of income the reports thereon of PricewaterhouseCoopers LLP, independent public accountants, and cash flows for all letters from such auditors concerning internal control commentary resulting from the six months ended May 31conducting of such audit. The Pinnacle Financial Statements, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed together with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30notes thereto, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved covered thereby (except as may be indicated to the extent disclosed therein or required by changes in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates GAAP) and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition and results of the Company operations of Pinnacle and its consolidated Subsidiaries as of the respective dates thereof and the consolidated income and retained earnings and sources and applications of funds for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)covered thereby. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company and all of its Subsidiaries as of November 30December 31, 19952005 and December 31, November 302004 and related consolidated income statements and statements of changes in shareholders’ equity for the three years ended December 31, 1996 and November 30, 19972005 together with the notes thereto, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company and all of its Subsidiaries as of May 31September 30, 1998, 2006 and the related unaudited consolidated income statements and statements of income and cash flows changes in shareholders’ equity for the six nine months ended May 31then ended, 1998copies of each of which have been provided to the Placement Agents (together, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31“Financial Statements”), 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved on a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates disclosed therein) and fairly present in all material respects with applicable accounting requirements the financial position and the published rules results of operations and regulations of the SEC with respect thereto, and fairly present the consolidated financial position changes in shareholders’ equity of the Company and all of its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustments, none of which shall be material). The books and records of the Company and all of its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 The information in the ordinary course of business consistent Company’s most recently filed (i) FR Y-9C filed with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Federal Reserve if the Company does not have any liabilities is a bank holding company, (ii) FR Y-9SP filed with the Federal Reserve if the Company is a small bank holding company or obligations of any nature whatsoever (whether absoluteiii) H-(b)11 filed with the OTS if the Company is a savings and loan holding company (the “Regulatory Report”), accrued, contingent or otherwise) which are not adequately reserved or reflected on previously provided to the balance sheet Placement Agents fairly presents in all material respects the financial position of the Company included in and, where applicable, all of its Quarterly Report on Form 10-QSB for Subsidiaries as of the quarter ended May 31end of the period represented by such Regulatory Report. (c) Since the respective dates of the Financial Statements and the Regulatory Report, 1998there has been no material adverse change or development with respect to the financial condition or earnings of the Company and all of its Subsidiaries, except for liabilities or obligations which in taken as a whole. (d) The accountants of the aggregate do not exceed $100,000, Company who certified the Financial Statements are independent public accountants of the Company and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsits Subsidiaries within the meaning of the Securities Act and the rules and regulations thereunder.

Financial Statements. (a) The Company Newcourt has previously delivered made available to Parent CIT copies of the audited consolidated balance sheets of Newcourt and the Company Newcourt Subsidiaries as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of income, changes in stockholders' equity income and retained earnings and cash flows for the fiscal years 1996 through 19971998, inclusive, included in each case accompanied by the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30audit report of Ernst & Young, independent public accountants with respect to Newcourt. The December 31, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited and 1998 consolidated balance sheets of Newcourt, including the Company related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of May 31, 1998the dates thereof, and the other financial statements referred to in this Section 4.6 (including the related unaudited consolidated notes, where applicable) fairly present, and the financial statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 to be filed with the SEC under OSC after the Exchange Act. The audited date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of Newcourt and the Newcourt Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and unaudited consolidated interim the financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the Company OSC with respect thereto; and its Subsidiaries included or incorporated by reference in each of such statements (including the Company SEC Reports (as hereinafter definedrelated notes, where applicable) has been, and the financial statements to be filed on or with the OSC after November 30the date hereof will be, 1995 have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited interim statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect OSC. Except (A) as reflected in such financial statements or in the notes thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (bB) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobusiness, neither Newcourt nor any of the Company does not have Newcourt Subsidiaries has any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet as of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31date of this Agreement, 1998which, except for liabilities individually or obligations which in the aggregate do not exceed $100,000aggregate, have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and records of Newcourt and the Significant Newcourt Subsidiaries have been, and there do not exist are being, maintained in all material respects in accordance with Canadian GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother applicable legal and accounting requirements.

Financial Statements. (a) The Company AAI has previously delivered provided to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the financial statements (including any related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB notes thereto) for the fiscal year ended November June 30, 1997 filed with 2004, the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May transition six month period ended December 31, 1998, 2004 and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited draft consolidated financial statements (including any related notes thereto) for the fiscal year ended December 31, 2005 and unaudited consolidated interim CI has provided to Parent audited combined financial statements of for the Company fiscal years ended December 31, 2004 and its Subsidiaries included or incorporated by reference in 2005 (collectively, the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been “Annual Financial Statements”). The Annual Financial Statements were prepared in accordance with the published rules and regulations of any applicable Governmental Entity and with generally accepted accounting principles of the United States ("“U.S. GAAP"”) consistently or Canada (“Canada GAAP”), as applicable, applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates thereto) and each fairly presents in all material respects the financial position of the applicable companies at the respective dates thereof and the results of its operations and cash flows for the periods indicated. (b) AAI has provided to Parent a correct and complete copy of the unaudited consolidated financial statements (including any related notes thereto) of AAI for the ten-month period ended October 31, 2006 and CI has provided to Parent a correct and complete copy of the unaudited combined financial statement (including, any notes thereto) of CI for the ten-month period ended October 31, 2006 (collectively, the “Stub Financial Statements”). The Stub Financial Statements comply as to form in all material respects, and were prepared in accordance, with applicable accounting requirements and the published rules and regulations of any applicable Governmental Entity and with U.S. GAAP or Canada GAAP, as applicable, applied on a consistent basis throughout the SEC periods involved (except as may be indicated in the notes thereto), are consistent with respect thereto, the Annual Financial Statements and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of applicable companies at the dates date thereof and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectperiod indicated, in the case of any unaudited interim financial statements, except that such statements do not contain notes and are subject to the absence of footnotes required by GAAP and normal year-end audit adjustments). (bc) Except as The books of account, minute books, stock certificate books and stock transfer ledgers and other similar books and records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth. (d) The accounts and notes receivable of the Company reflected on Schedule 3.05(bthe balance sheets included in the Annual Financial Statements and the Stub Financial Statements (i) hereto for liabilities incurred since May 31arose from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, 1998 (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein, (iv) are collectible in the ordinary course of business consistent with past practice in the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and (v) are not the subject of any actions or proceedings brought by or on behalf of the Company. All inventory reflected on the Annual Financial Statements and the Stub Financial Statements were produced in the ordinary course of business consistent with past practice and represents saleable goods. (e) LLC has not conducted any operations since January 1, 2004 and has not had any revenues, expenses or losses since such date and has no obligations to any party, whether now owing or which would become owed given the passage of time, except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,0002.7(e), and there do has not exist been audited and has not produced financial statements (nor has it been required to under law or contract) since such date. LLC is not a party to any circumstances that could reasonably be expected to result in such liabilities Company Contract (as defined). LLC has no assets or obligationsliabilities.

Financial Statements. (a) The Company Parent or the Buyer has previously delivered to Parent copies been furnished with a copy of the audited consolidated unaudited balance sheets of the Company Stella Holdings and its consolidated subsidiaries as of November 30, 1995, November 30December 31, 1996 and November 30, 1997, 1995 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months years ended May December 31, 19981996 and 1995 (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActFinancial Statements). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orand present fairly, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of Stella Holdings and its consolidated subsidiaries at December 31, 1996 and 1995 and the results of operations for the years then ended, except as noted in the footnotes thereto and except that they do not contain the footnotes that may be required by GAAP. The Parent or the Buyer has also been furnished with the unaudited balance sheet of Stella Holdings and its consolidated subsidiaries as of July 26, 1997 (the Interim Balance Sheet) and the related statement of income. Such interim financial statements present fairly, in all material respects, the financial position of Stella Holdings and its consolidated subsidiaries as at such date and the results of operations of Stella Holdings and its consolidated subsidiaries for the seven (7) months then ended, in each case in accordance with GAAP (subject to the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and s normal year-end adjustments), except (i) for the elimination of all Intercompany Accounts, (ii) as noted in the footnotes thereto and (iii) that they do not contain the footnotes that may be required by GAAP. (July 26, 1997 is sometimes herein referred to as the Interim Balance Sheet Date. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 314.5, 1998 each of the Purchased Accounts Receivable (as defined in the ordinary course of business consistent with past practice Accounts Receivable Purchase Agreement) and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected each accounts receivable on the balance sheet books of Stella Holdings or any of the Company included Stella Companies is due and payable in full within 120 days from its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdate of accrual.

Financial Statements. (a1) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company and the Company Subsidiaries as of November 30December 31, 1995, November 30, 1996 2006 and November 30, 1997, 2005 and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal three years 1996 through 1997ended December 31, inclusive2006, together with the notes thereto, certified by PricewaterhouseCoopers LLP and included in the Company's ’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2006 (the “Company 10-K”), as filed with the SEC under U.S. Securities and Exchange Commission (the Exchange Act. The Company has also previously delivered to Parent copies of “SEC”), and the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of May 31September 30, 1998, 2007 and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows for the six months ended May 31, 1998quarter then ended, included in the Company's ’s Quarterly Report on Form 10-QSB Q for the quarter period ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November September 30, 1995 2007 (collectively, the “Company Financial Statements”) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates on a consistent basis and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries as of at the dates thereof and the consolidated income results of operations and retained earnings cash flows of the Company and sources and applications of funds the Company Subsidiaries for the periods then ended stated therein (subject, subject to the absence of notes and year-end audit adjustments in the case of any interim unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b2) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the The audited balance sheet sheets of the Company included in its Quarterly Report on Form 10-QSB Insurance Subsidiaries as of December 31, 2006 and the related statements of income, stockholders’ equity and cash flows for the quarter year thus ended, and their respective annual statements for the fiscal year ended May December 31, 19982006 (the “Insurance Subsidiary Annual Statements”), except as filed with any applicable Regulators, have been prepared in accordance with SAP (as defined below) applied on a consistent basis and present fairly in all material respects their respective statutory financial conditions as of such date and the results of their respective operations and cash flows for liabilities the year then ended. As used herein, “SAP” means the accounting procedures and practices prescribed or obligations which permitted from time to time by the National Association of Insurance Commissioners and adopted, permitted or promulgated by the respective states of incorporation of the Company Insurance Subsidiaries and applied in a consistent manner throughout the aggregate do not exceed $100,000periods involved. The balance sheets of the Company and the Company Subsidiaries at dates after December 31, 2006, and there do not exist any circumstances that could reasonably be expected the related statements of income, stockholders’ equity and cash flows, which have been filed with Regulators, copies of which have been made available to result the Investor by the Company, have been prepared in accordance with SAP applied on a consistent basis and present fairly in all material respects the applicable Company Insurance Subsidiaries’ respective statutory financial conditions as of such liabilities or obligationsdates and the results of their respective operations and cash flows.

Financial Statements. (aAttached as Section 4.03(f) The Company has previously delivered to Parent of the Constellation OP Disclosure Letter are copies of the audited consolidated following: (i) unaudited combined balance sheets sheets, combined statements of operations and comprehensive income and combined statements of equity with respect to the Company Contributed Entities on an aggregate basis, as of November and for the fiscal years ended December 31, 2016 and 2015 (the “Contributed Entity Annual Financial Statements”), (ii) the unaudited combined balance sheet as of June 30, 1995, November 30, 1996 and November 30, 1997, 2017 and the related consolidated statements of income, changes in stockholders' equity operations and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, comprehensive income and the related unaudited consolidated statements of income equity as of and cash flows for the six (6) months ended May 31June 30, 19982017 (the “Contributed Entity Second Quarter Financial Statements”), included and (iii) any financial statements prepared and delivered for any other reporting period subsequent to June 30, 2017, each of the financial statements described in the Company's Quarterly Report on Form 10-QSB for foregoing clauses (i)—(iii) unaudited and with any footnotes in draft format only (the quarter ended May 31, 1998 filed “Contributed Entity Interim Financial Statements,” and collectively with the SEC under Contributed Entity Annual Financial Statements and Contributed Entity Second Quarter Financial Statements, the Exchange Act“Contributed Entity Financial Statements”). The audited consolidated financial statements Contributed Entity Financial Statements (1) have been prepared from, are in accordance with and unaudited consolidated interim financial statements accurately reflect the books and records of the Company and its Subsidiaries included or incorporated by reference Contributed Entities in the Company SEC Reports all material respects, (as hereinafter defined2) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except for the absence of footnotes) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments) in all material respects, and (3) fairly present in all material respects the consolidated financial position of the Contributed Entities as permitted by Form 10of the date of such statement in accordance with GAAP (except for the absence of footnotes) consistently applied during the periods involved (except in each case as may be noted therein, and subject to normal year-QSBend audit adjustments). It is understood, however, that the Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), complied and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) with respect to the Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) with respect to the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments and footnote disclosures); (C) comply as of their respective dates to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (D) be prepared from, and be in accordance with and accurately reflect the books and records of the Contributed Entities; (E) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and (F) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries each Contributed Entity as of the dates thereof date of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly present in all material respects, the consolidated income results of operations, changes in stockholders’ equity and retained earnings and sources and applications changes in cash flows, as the case may be, of funds each Contributed Entity for the periods then ended (subjectto which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved (except in each case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsas may be noted therein). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered or made available to Parent Purchaser copies of (a) the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K (as amended) for the fiscal year ended November 30December 31, 1997 1998, filed by the Company with the SEC under the Exchange Act. The Company has also previously delivered , in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent copies of the Company, and (b) the unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of May 31September 30, 1998, 1999 and the related unaudited consolidated statements statement of income income, changes in stockholders' equity and cash flows for the six months nine-month period then ended May 31, 1998, included as reported in the Company's Quarterly Report on Form 10-QSB Q (as amended) for the quarter ended May 31September 30, 1998 1999 filed with the SEC under the Exchange Act. The audited consolidated Such financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of the dates thereof shown and the results of the consolidated income operations, changes in stockholders' equity and retained earnings cash flows of the Company and sources and applications of funds its consolidated Subsidiaries (including the Company Subsidiary) for the respective fiscal periods then ended (subjector as of the respective dates therein set forth; and each of such statements has been prepared in accordance with GAAP consistently applied during the periods involved, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company ETI has previously delivered to Parent copies of VSI the following financial statements and notes (collectively, the "Company Financial Statements"): (i) audited consolidated balance sheets of the Company ETI as of November 30December 31, 1995, November 30, 1996 1995 and November 30, 1997, 1994 and the related consolidated statements of income, changes in stockholders' equity and cash flows income of ETI for the fiscal years then ended and the accompanying report of Ernst & Young LLP, independent certified public accountants; and (ii) unaudited, management-prepared balance sheet of ETI as of August 31, 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (the unaudited consolidated balance sheets of the Company sheet as of May August 31, 19981996 is hereinafter referred to as the "Unaudited Balance Sheet"), and the related unaudited consolidated statements of income income, statements of shareholders' equity and statements of cash flows of ETI for the six months eight-month periods then ended. (b) The Company Financial Statements for the years ended May December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The 1995 and 1994 which have been audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Ernst & Young LLP have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orprinciples, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates are accurate and complete in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Company and its Subsidiaries ETI as of the respective dates thereof and the consolidated income results of operations and retained earnings and sources and applications cash flows of funds ETI for the periods then ended covered thereby. The Company Financial Statements for the eight-month period from January 1, 1996 through August 31, 1996, which have been prepared by management of ETI, have been prepared on an accrual basis but not necessarily in accordance with generally accepted accounting principles. The Company Financial Statements do not accrue any liability for corporate income taxes since ETI has elected Subchapter "S" tax status (subjectsee Notes to the December 31, 1995 audited financial statements of Ernst & Young LLP). In addition, "accounts receivable" reflected in the case Company Financial Statements include aggregate commissions payable to ETI by all customers (of any unaudited interim financial statementsETI's customers, to the absence of footnotes required by GAAP e.g., NYNEX) who have entered into purchase agreements for products and normal year-end adjustments). (b) Except services as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities date of such financial statements whether or obligations which in the aggregate do not exceed $100,000, such products and there do not exist any circumstances that could reasonably be expected to result in services have actually been installed or "cut- over" by such liabilities or obligationsdate.

Financial Statements. (a) The Company has previously delivered to Parent True and correct copies of (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997of Acquired Company ended December 31, inclusive1993 and 1994; all of which include the notes and supplementary information thereto and the reports prepared in connection therewith by Xxxxxxxx and Xxxxx, included in the Company's Annual Report on Form 10-KSB for independent certified public accountant reporting thereon, (ii) the audited consolidated balance sheet, the related audited consolidated statement of income and retained earnings and audited consolidated statement of cash flows for, the fiscal year of the Acquired Company ended November 30December 31, 1997 filed with 1995; all of which include the SEC under notes and supplementary information thereto and the Exchange Actreports prepared in connection therewith by KPMG Peat Marwick LLP ("Peat Marwick"), the independent certified public accountants reporting thereon (the December 31, 1995, 1994, and 1993 financial statements listed in (i) and (ii) above are referred to herein as the "Annual Financial Statements"), and (iii) the unaudited balance sheet and related statement of income and retained earnings and cash flows, calculated on an accrual basis as of and for the last day of each month since December 31, 1995 (the "Stub Financial Statements") (collectively, the Annual Financial Statements, and the Stub Financial Statements are referred to as the "Financial Statements") have been made available to Xxxxxxx. The Company has also previously delivered to Parent copies Financial Statements present accurately and fairly the Acquired Company's financial position, and, for fiscal 1995 and periods thereafter, results of operations, and cash flows of the unaudited consolidated balance sheets of the Acquired Company as of May 31, 1998, the respective dates and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Actrespective periods stated therein. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared pursuant to and in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or), in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of effect at their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretopreparation, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth applied on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business a consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the basis. The Acquired Company does not have any liabilities material liabilities, individually or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do aggregate, which have not exceed $100,000, and there do not exist any circumstances that could reasonably be expected been disclosed in the Schedules attached to result in such liabilities or obligationsthis Agreement.