Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The filings required to be made by the Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required to be made by the Company and its subsidiaries since January 1September 30, 2000 1996 under the Securities Act and the Exchange Act of 1933, as amended (the "SEC ReportsSecurities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Federal Power Act, as amended (the "Power Act") and applicable state public utility laws and regulations have been filed with SEC the Securities and such filings complied Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, exhibits and amendments appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the Securities Act appropriate statute and the Exchange Act in effect at rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 30, 1996 (as such documents have since the time of such filings. The their filing been amended, the "Company SEC Reports"). As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case . True and complete copies of the interim financial statements, to normal, recurring audit adjustments. Other than articles of organization and by-laws of the Company, since January 1as in effect on the date hereof, 2000, no Transfer Group Company has have been required made available to make any filings with SEC under the Securities Act or the Exchange ActParent.

Reports and Financial Statements. The filings required to be made by AIMCO and the Company AIMCO Subsidiaries since January 1December 31, 2000 1996 under the Securities Act, Exchange Act and the Exchange Act (the "SEC Reports") applicable state laws and regulations have been filed with the SEC or the appropriate state commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and such filings complied all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the Securities Act appropriate statutes and the Exchange Act rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in effect at an AIMCO Material Adverse Effect. As of their respective dates, the time of such filings. The AIMCO SEC Reports, including any financial statements or schedules included therein, at the time filed Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are AIMCO included in the AIMCO SEC Reports (collectively, the "AIMCO Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies AIMCO as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring and year-end audit adjustments. Other than the CompanyTrue, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.accurate and

Reports and Financial Statements. The filings required to be made Purchasers have obtained copies of the Company's Form 10-K/A for the year ended December 31, 1999, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Stockholders, the Company's Registration Statement on Form S-2/A, dated January 12, 2001, the quarterly report on Form 10-Q for the period ended September 30, 2000, and a current report on Form 8-K dated August 8, 2000 filed by the Company since January 1, 2000 under with the Securities Act and Exchange Commission (the Exchange Act "SEC"), in each case without exhibits thereto (collectively with all filings of the Company with the SEC, the "SEC Reports") have been filed with ). As of their respective filing dates, the SEC and such filings complied Reports were prepared in all material respects in accordance with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsSEC Reports. The SEC Reports, including any financial statements or schedules included thereinwhen read as a whole, at as updated by the time filed did Offering Memorandum, and the Offering Memorandum when read together with the exhibits thereto, do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make normal year-end adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described in such financial statements.

Reports and Financial Statements. The filings required to be made Company has previously furnished the Investor with true and complete copies of its (i) Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 30 and June 30, as filed with the Commission, and (iii) all other reports or registration statements filed by the Company with the Commission since January 1December 31, 2000 under 1997 that the Securities Act and Company was required to file with the Exchange Act Commission since that date (the documents described in clauses (i) through (iii) being referred to herein collectively as the "SEC Reports") have been filed with ). As of their respective dates, the SEC and such filings Reports complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The SEC Reports. As of their respective dates except to the extent, including any financial statements or schedules included thereinif any, at subsequently amended, the time filed SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (comply as to form in all material respects with applicable accounting requirements and with the "Financial Statements") published rules and regulations of the Commission with respect thereto, and the financial statements included in the SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. (a) The filings Company has filed with the CSA all documents required to be made filed by it under Applicable Securities Law, since December 31, 2007 (such documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the “Company since January 1SEDAR Reports”), 2000 and has paid any fees required in connection therewith or as required under the Applicable Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and Law, on a timely basis or has received a valid extension of such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of filing and has filed such filingsCompany SEDAR Reports prior to the expiration of any such extension. The SEC ReportsEach Company SEDAR Report, including any financial statements or schedules included thereinthe documents incorporated by reference in each of them, at the time filed (i) contained all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (iii) complied in all material respects with all applicable requirements of Applicable Securities Law. No executive officer of the Company has failed in any respect to make the certifications required of him or her under National Instrument 52-109. As of the date hereof, none of the Company SEDAR Reports, nor any prospectus filed under Applicable Securities Law, is the subject of any ongoing review, outstanding comment or outstanding investigation. (b) The Company is currently, and since February 4, 2008 has been, in compliance with the rules and requirements of the TSX. (c) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company SEDAR Reports (i) have been prepared from, and are in accordance with, the "Financial Statements"books and records of the Company, (ii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the CSA with respect thereto, (iii) have been prepared in accordance with GAAP and (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Activ) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. (d) The records, systems, controls, data and information of the Company 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 accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in Section 3.7(e). (e) The Company has implemented and maintains disclosure controls and procedures that ensure that information required to be disclosed by the Company in the reports that it files or submits under Applicable Securities Law is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Other than The Company maintains internal control over financial reporting, which is sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and maintain accountability for assets; and (c) access to assets is permitted only in accordance with management’s general or specific authorization. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weakness in its internal control over financial reporting. Since December 31, 2007, there has been no change in the Company’s internal control over financial reporting or disclosure controls and procedures or, to the knowledge of the Company, since January 1, 2000, no Transfer Group in other factors that could significantly affect the Company’s internal controls. (f) The Company has been disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board, (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has no knowledge of any reason that its chief executive officer and chief financial officer will not be able to give the certifications required pursuant to make Applicable Securities Law, without qualification, when next due. Since December 31, 2007, (i) neither the Company nor, to the knowledge of the Company, any filings with SEC under director, officer, employee, auditor, accountant or representative of the Securities Act Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Exchange Actaccounting or auditing practices, procedures, methodologies or methods of the Company or of its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company.

Reports and Financial Statements. (a) The filings Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1995, and has heretofore made available to Buyer (other than preliminary materials), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, December 29, 1996 and December 28, 1997, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1995, and (iii) all other forms, reports and other registration statements filed by the Company since January 1with the SEC after December 31, 2000 under 1995 and before the Securities Act and Effective Time, including, without limitation, the Exchange Act Form 10-Q for the quarter ended March 29, 1998, when filed (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above, together with any amendments or supplements thereto filed before the Effective Time, being referred to herein, collectively, as the "SEC Company Reports"). The Company Reports (i) have been filed with SEC and such filings complied were prepared in accordance in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act in effect Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Company Reports complies as to form with applicable accounting requirements and unaudited interim consolidated financial statements the published rules and regulations of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been with respect thereto and was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated therein and except with respect to in the notes thereto or, in the case of unaudited statements to the extent statements, as permitted by Form Rule 10-Q 01 of Regulation S-X promulgated by the Exchange ActSEC) and each fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subjectpresented (subject to, in the case of the interim financial unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position, results of operations, shareholders' equity and cash flows of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth in the Company Reports, as of March 29, 1998, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto). Other than Since March 29, 1998, except as and to the extent set forth in the Company Reports and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company, since January 1, 2000, no Transfer Group or would be required by GAAP to be reflected on a consolidated balance sheet of the Company has been required to make any filings with SEC under and its Subsidiaries (including the Securities Act or the Exchange Actnotes thereto).

Reports and Financial Statements. The filings Company has previously furnished to XxXxxxxx complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 1996 (such annual reports, quarterly reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1December 31, 2000 under 1996. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP'') applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. The filings (a) Since January 1, 1996, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act respective rules and regulations promulgated thereunder, all of which, as amended (the "SEC Reports") have been filed with SEC and such filings if applicable), complied in all material respects respects, when filed with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at the time of such filingsrules and regulations thereunder. The SEC ReportsCompany has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (i) Annual Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, 1997 until the date hereof; and (iii) all other reports, including any financial quarterly reports, and registration statements filed by the Company with the SEC since December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii) being referred to as the "COMPANY SEC REPORTS"). As of their respective dates (or schedules included thereinto the extent amended or superseded by a subsequent filing, at with respect to the time filed information in such subsequent filing, or as of the date of the subsequent filing), the Company SEC Reports did not or will not (as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports Company's Annual Report on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited consolidated interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein and except "GAAP") applied on a basis consistent with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) prior periods and fairly present in all material respects presented the consolidated financial position of the Transfer Group Companies Company and the Company Subsidiaries as of the respective dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of operations and cash flows of the Transfer Group Companies Company and the Company Subsidiaries for the respective periods then ended, ended (subject, in the case of unaudited interim statements to normal year-end adjustments and the interim financial statementsabsence of certain footnote disclosures). (c) As of the date of this Agreement, to normal, recurring audit adjustments. Other than except as set forth in the Company's Annual Report for the year ended December 31, 1999 or in any other Company SEC Report filed since January 1that Annual Report and prior to the date of this Agreement, 2000neither the Company nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (ii) any non-competition agreement or any other agreement or arrangement that limits the Company or any of its subsidiaries or any of their respective affiliates, no Transfer Group Company has been required to make any filings with SEC under or that would, after the Securities Act Effective Time similarly limit Parent or the Exchange ActSurviving Corporation or any successor thereto, from engaging or competing in any line of business or in any geographic area after giving effect to the Merger. (d) The audited consolidated financial statements of the Company and the Company Subsidiaries for the year ended December 31, 2000 will not differ in any material respect from the unaudited consolidated financial statements of the Company and the Company Subsidiaries for the year ended December 31, 2000 attached to SECTION 5.5(D) OF THE COMPANY DISCLOSURE SCHEDULE.

Reports and Financial Statements. (a) The filings Company has filed all forms, reports and documents required to be made filed by it with the Securities and Exchange Commission ("SEC") since January 30, 1997 (collectively, the "Company Reports"). Except as disclosed in any amendment to any Company Report filed with the SEC, as of the respective dates on which they were filed, (i) the Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), and the Securities Exchange Act in effect at of 1934, as amended ( the time "Exchange Act"), as the case may be, and (ii) none of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Company Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited . (b) Except as disclosed in any amendment to any Company Report filed with the SEC, each of the consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included (including, in each case, any notes thereto) contained in the SEC Company Reports (the "Financial Statements") have been was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated ("GAAP") (except as may be indicated therein and except with respect to in the notes thereto or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q and Regulation S-X of the Exchange Act) SEC), and fairly present each presented fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated position, results of operations and cash flows of the Transfer Group Companies Company as at the respective dates thereof and for the respective periods then endedindicated therein, except as otherwise noted therein (subject, in the case of the interim financial unaudited statements, to normalnormal and recurring year-end adjustments that would not, recurring audit adjustments. Other than individually or in the Companyaggregate, since January 1, 2000, no Transfer Group be reasonably expected to have a Company has been required to make any filings with SEC under the Securities Act or the Exchange ActMaterial Adverse Effect).

Reports and Financial Statements. The filings (i) Since June 21, 2018 (the “Xeris IPO Date”) through the date of this Agreement, Xeris has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be made filed or furnished prior to the date hereof by it with the Company since January 1, 2000 under the Securities Act and the Exchange Act SEC (the "“Xeris SEC Reports") have been filed with Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Xeris SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at Xxxxxxxx-Xxxxx Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Xeris SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading. . (ii) The audited consolidated financial statements (including all related notes and unaudited interim consolidated financial statements schedules) of the Transfer Group Companies that are Xeris included in the Xeris SEC Reports (Documents when filed complied as to form in all material respects with the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein applicable accounting requirements and except the published rules and regulations of the SEC with respect to unaudited statements to thereto in effect at the extent permitted by Form 10-Q time of the Exchange Act) such filing and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Xeris and its consolidated Subsidiaries, as of at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flows of the Transfer Group Companies for the respective periods then ended, ended (subject, in the case of the interim financial unaudited statements, to normalnormal year-end audit adjustments and to any other adjustments described therein, recurring audit adjustments. Other than including the Companynotes thereto) in conformity with U.S. GAAP (except, since January 1in the case of the unaudited statements, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the Exchange Actnotes thereto).

Reports and Financial Statements. The filings required to be made by the Company since Since January 1, 2000 1992, National City and each of National City's subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the Commission under Section 12(b), 12(g), 13(a) or 14(a) of the Securities Act and the Exchange Act of 1934, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "SEC National City Reports") have been filed ). National City has previously furnished or will promptly furnish Company with SEC true and such filings complete copies of each of National City's annual reports on Form 10-K for the years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and September 30, 1997. As of their respective dates, the National City Reports complied in all material respects with all applicable the requirements of the Securities Act Commission and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are National City included in the SEC National City Reports (the "Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies National City and National City's subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated subsidiaries, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been contingent or otherwise of a type required to make any filings be disclosed in accordance with SEC under generally accepted accounting practices, except as disclosed in the Securities Act or National City Reports. National City's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the Exchange Act.fiscal quarter ended September 30, 1997 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices. 3.8

Reports and Financial Statements. The filings required As of the date hereof, the Parent has furnished or made available to be made by the Company since January 1PSR Recruiting and PSR Holdings true and complete copies of all Parent SEC Documents. As of their respective filing dates, 2000 under the Securities Act and the Exchange Act (the "all such Parent SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at the time Act, and none of such filings. The Parent SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The audited consolidated financial statements Parent Financial Statements comply as to form in all material respects with applicable accounting requirements and unaudited interim consolidated financial statements with the published rules and regulations of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated therein and except with respect to in the notes thereto or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and present fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of Parent at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments). Other than As of the Companydate hereof, since January 1, 2000, no Transfer Group Company there has been required no change in the Parent accounting policies except as described in the notes to make any filings with SEC under the Securities Act or the Exchange ActParent Financial Statements.

Reports and Financial Statements. The filings Company has filed all forms, reports, registration statements, and other documents required to be made filed by it with the SEC since February 1, 1995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, the Company since January 1, 2000 under the Securities Act and the Exchange Act SEC Filings (the "SEC Reports"i) have been filed with SEC and such filings complied as to form in all material respects with all the applicable requirements of the Securities Act of 1933, and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act in effect at of 1934 (the time of such filings. The SEC Reports"1934 Act"), including any financial statements or schedules included thereinas the case may be, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated included or incorporated by reference or to be included or incorporated by reference in the Company SEC Filings, including but not limited to the Company's audited financial statements of at and for the Transfer Group Companies that are included in the SEC Reports year ended January 31, 1999 (the "Financial StatementsCompany January 31, 1999 Financials"), and the unaudited interim financial statements at and for periods commencing on or after February 1, 1999, to be included or incorporated by reference in the forms, reports, registration statements and other documents filed by the Company with the SEC (i) have been were or will be prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to the absence of notes and except to year-end adjustments, (ii) complied or will comply as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Actthereto, and (iii) and fairly present or will fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations income, cash flows, and cash flows changes in stockholders' equity of the Transfer Group Companies Company and its consolidated subsidiaries for the respective periods then endedinvolved, except as otherwise noted therein and subject, in the case of the interim financial unaudited statements, to normal, recurring normal year-end audit adjustments. Other than The statements of operations included in or to be included in the Company, since January 1, 2000, no Transfer Group audited or unaudited interim financial statements in the Company has been SEC Filings do not contain and will not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to make any filings be disclosed separately in accordance with SEC under generally accepted accounting principles, except as expressly specified in the Securities Act applicable statement of operations or the Exchange Actnotes thereto.

Reports and Financial Statements. The filings required Buyer has furnished or made available to be made by the Company since January 1, 2000 under true and complete copies of all reports or registration statements filed by it with the U.S. Securities Act and the Exchange Act Commission (the "SEC"), all in the form so filed (all of the foregoing being collectively referred to as the "SEC ReportsDocuments") have been filed with ). As of the date hereof, the SEC and such filings complied Documents comply in all material respects with all applicable the requirements of the Securities Act and of 1933, as amended, or the Securities Exchange Act in effect at of 1934, as the time of such filingscase may be. The Buyer has furnished or made available to the Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC"), all in the form so filed (all of the foregoing being collectively referred to as the "SEC ReportsDocuments"). As of the date hereof, the SEC Documents comply in all material respects with the requirements of the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as the case may be, including any financial statements or schedules included thereinwhere applicable the requirements under Item 601 of Regulation S-K to file certain contracts, at and none of the time filed did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Buyer, including the Transfer Group Companies that are notes thereto, included in the SEC Reports Documents (the "Buyer Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated therein and except with respect to unaudited statements to in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and present fairly present in all material respects the consolidated financial position of the Transfer Group Companies Buyer as of the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, . There has been no change in Buyer's accounting policies except as described in the case of notes to the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer Financial Statements.

Reports and Financial Statements. The filings (a) Since December 31, 2012 through the date of this Agreement, the Company has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be made filed or furnished prior to the date hereof by it with the SEC (the “Company SEC Documents”). As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at Sxxxxxxx-Xxxxx Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim consolidated financial statements schedules) of the Transfer Group Companies that are Company included in the Company SEC Reports (Documents when filed complied as to form in all material respects with the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein applicable accounting requirements and except the published rules and regulations of the SEC with respect to unaudited statements to thereto in effect at the extent permitted by Form 10-Q time of the Exchange Act) such filing and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and the consolidated Company Subsidiaries, as of at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flows of the Transfer Group Companies for the respective periods then ended, ended (subject, in the case of the interim financial unaudited statements, to normalnormal year-end audit adjustments and to any other adjustments described therein, recurring audit adjustments. Other than including the Companynotes thereto) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) (except, since January 1in the case of the unaudited statements, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the Exchange Actnotes thereto).

Reports and Financial Statements. The filings Parent has filed all forms, reports, registration statements, and other documents required to be made filed by it with the Company SEC since January October 1, 2000 under the Securities Act 1994 (such forms, reports, registration statements and the Exchange Act (other documents, together with any amendments thereto, are referred to as the "Parent SEC ReportsFilings"). As of their respective dates, the Parent SEC Filings (i) have been filed with SEC and such filings complied as to form in all material respects with all the applicable requirements of the Securities 1933 Act and the Exchange Act in effect at 1934 Act, as the time of such filings. The SEC Reportscase may be, including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated included or incorporated by reference in the Parent SEC Filings, including but not limited to Parent's audited financial statements of at and for the Transfer Group Companies that are included in the SEC Reports year ended September 30, 1998 (the "Financial StatementsParent September 30, 1998 Financials"), and the unaudited interim financial statements at and for periods commencing on or after October 1, 1998 included or incorporated by reference in the forms, reports, registration statements and other documents filed by Parent with the SEC (i) have been were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) subject, in the case of unaudited interim financial statements, to the absence of notes and except to year-end adjustments, (ii) 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 to unaudited statements to the extent permitted by Form 10-Q of the Exchange Actthereto, and (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results income, cash flows, and changes in shareholders' equity of operations Parent and cash flows of the Transfer Group Companies its consolidated Subsidiaries for the respective periods then endedinvolved, except as otherwise noted therein and subject, in the case of the interim financial unaudited statements, to normal, recurring normal year-end audit adjustments. Other than The statements of operations included in the Company, since January 1, 2000, no Transfer Group Company has been audited or unaudited interim financial statements in the Parent SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to make any filings be disclosed separately in accordance with SEC under generally accepted accounting principles, except as expressly specified in the Securities Act applicable statement of operations or the Exchange Actnotes thereto.

Reports and Financial Statements. The filings Buyer has previously delivered to the Shareholders copies of its (a) Form 10-KSB for the fiscal year ending June 30, 2003, as amended, (b) Form 10-Q for the quarter ended December 31, 2003 and (c) all other reports or registration statements filed by the Buyer with the Securities and Exchange Commission (the "Commission") since December 31, 2003, including all such amendments thereto (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Buyer Reports"). Since March 31, 2003, and with the exception of its Form 10-Q for the quarter ended March 31, 2004 (which was filed on June 8, 2004), the Buyer has timely filed all forms, reports, schedules, statements and documents with the Commission required to be made filed by it pursuant to the Company since January 1federal securities laws and Commission rules and regulations promulgated thereunder, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been all such forms, reports, schedules, statements and documents, as amended, filed with SEC and such filings the Commission have complied in all material respects with all applicable requirements provisions of the Securities Act federal securities laws and the Exchange Act in effect at Commission rules and regulations promulgated thereunder. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (together, the "Buyer Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly and accurately present in all material respects the consolidated financial position of the Transfer Group Companies Buyer and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of all reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities and Exchange Commission (the "SEC"), since June 1, 2000 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from June 1, 2000 under through the Securities Act and date of this Agreement. The Buyer will deliver to the Exchange Act Company a copy of the Buyer's Annual Report on Form 10-K for the year ended December 31, 2000 (the "SEC ReportsBuyer's 2000 10-K") have been filed with SEC and ), promptly after such filings report is filed. The Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the rules and regulations thereunder when filed, and when filed the Buyer's 2000 10-K will comply in all material respects with the requirements of the Exchange Act in effect at and the time rules and regulations thereunder. As of such filings. The SEC Reportstheir respective dates, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain contain, and when filed the Buyer's 2000 10-K will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations, and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer. When filed, the audited financial statements of the Buyer to be included in the Buyer's 2000 10-K (i) will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, (ii) will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto), (iii) and will fairly present in all material respects the consolidated financial position condition, results of operations, and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the consolidated results of operations periods referred to therein, and cash flows (iv) will be consistent with the books and records of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Parent has previously furnished to be made by the Company since January 1true and correct copies of its (i) Annual Report on Form 10-K for the period ended June 30, 2000 under 1999, (ii) all other reports or registration statements filed by it with the Securities Act and Exchange Commission (the "COMMISSION") under the Exchange Act since May 5, 1999 and (iv) Parent hereby agrees to furnish to the Company true and correct copies of all reports or registration statements filed by it with the Commission after the date hereof prior to the Closing all in the form so filed (collectively, the "SEC ReportsREPORTS") have been filed with SEC and such filings ). As of their respective dates, the Reports complied or will comply in all material respects with all the then applicable requirements published rules and regulations of the Securities Act and the Exchange Act in effect Commission with respect thereto at the time date of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed their issuance and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are statements, if any, included in the SEC Parent's Reports (the "Financial Statements") have has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present presents, in all material respects respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows changes in financial position of the Transfer Group Companies Parent as at its date and for the respective periods then endedindicated therein, subject, in the case of the provided that any unaudited interim financial statementsstatements lack footnotes and other presentation items required by generally accepted accounting principles and are subject to normal year-end adjustments and any other adjustments described therein, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act which adjustments will not be material in amount or the Exchange Acteffect.

Reports and Financial Statements. (a) The filings Company has previously furnished to the Parent complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K or Form 10-KSB for the fiscal years ended January 31, 1995 and 1996, as filed with the Securities and Exchange Commission (the "SEC"), and amendments thereto, (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since September 6, 1994, (c) all other final reports or registration statements, other than Registration Statements on Form S-8, filed by the Company with the SEC since September 6, 1994 and (d) the draft Annual Report on form 10-KSB for the fiscal year ended January 31, 1997 (the "Draft Report") , (such annual reports, proxy statements, registration statements, Draft Report and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1September 6, 2000 under 1994, other than Registration Statements on Form S-8. The Parties acknowledge and agree that the Securities Act Draft Report shall be substantially updated to include such information as the Company deems necessary to disclose therein, which information has previously been disclosed to Parent. As of their respective dates and subject to the Exchange Act (immediately preceding sentence with respect to the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements Draft Report as of the Securities Act and date hereof (as supplemented by the Exchange Act in effect at information disclosed herein), the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (together, the "Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of or Form 10-QSB under the Exchange ActAct and subject to normal recurring year-end adjustments), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subjectand (iv) are consistent in all material respects with the books and records of the Company. The Company has also previously furnished to the Parent all documents prepared by the Company and used in connection with any offer or sale of securities by the Company since September 6, 1994. (b) The balance sheet contained in the case Draft Report including the footnotes thereto, is sometimes referred to hereinafter as the "Base Balance Sheet." (c) The books of account of the interim financial statements, Company are complete and correct in all material respects. The (i) current books of account and (ii) to normal, recurring audit adjustments. Other than the extent the same are in the Company's possession, since January 1auditor's letters to management of the Company for the past five (5) years and other significant correspondence from or to such auditors during such period, 2000if any, no Transfer Group Company has have been required made available to make any filings with SEC under the Securities Act or the Exchange ActParent.

Reports and Financial Statements. The filings Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended December 31, 1996, March 31, 1997, September 30,1997 and Xxxxxxxx 00, 0000, (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) --- all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since December 31, 1996 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports include all of the documents ------------- required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Representing Party has previously furnished or otherwise made available (by electronic filing or otherwise) to be made by the Bidder true and complete copies of: (1) Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1998 and 1999 in the case of the Company and Life Technologies and the year ended December 31, 1999 in the case of Bidder. (2) the Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2000, for each of the Representing Parties and, in the case of the Company, for Life Technologies; (3) each definitive proxy statement filed with the SEC since December 31, 1998, for each of the Representing Parties and, in the case of the Company, for Life Technologies; (4) each final prospectus filed with the SEC since December 31, 1998, except any final prospectus on Form S-8, for each of the Representing Parties and, in the case of the Company, for Life Technologies; and (5) all Current Reports on Form 8-K filed with the SEC since January 1, 2000 under 2000, for each of the Securities Act Representing Parties and, in the case of the Company, for Life Technologies. As of their respective dates, such reports, proxy statements and prospectuses filed with the Exchange Act SEC by the Representing Party (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") have been filed with SEC and such filings (i) complied as to form in all material respects with all the applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than Life Technologies which is registered under Section 12 of the Exchange Act, none of the Representing Party's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the Representing Party's (and in the case of the Company, Life Technologies') SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Bidder, the Company or Life Technologies and its consolidated Subsidiaries, as the case may be, as of the respective dates thereof and the consolidated results of operations and cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, in the case of the unaudited interim financial statements, to normalnormal recurring year-end adjustments), recurring audit adjustmentsin each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Other than Since the Companydate of Bidder's initial public offering, since the Bidder has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Since January 1, 20001999, no Transfer Group each of the Company and Life Technologies has been timely filed all reports, registration statements and other filings required to make any filings be filed by it with the SEC under the Securities Act or rules and regulations of the Exchange ActSEC.

Reports and Financial Statements. The filings required to be made by the Company and its subsidiaries since January 1, 2000 1995 under the Securities Act and the Exchange Act of 1933, as amended (the "SEC ReportsSecurities Act") ), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with SEC the Securities and such filings complied Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the Securities Act appropriate statute and the Exchange Act in effect at rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 (as such documents have since the time of such filings. The their filing been amended, the "Company SEC Reports"). As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended. True, subject, in the case accurate and complete copies of the interim financial statements, to normal, recurring audit adjustments. Other than articles of organization and by-laws of the Company, since January 1as in effect on the date hereof, 2000, no Transfer Group Company has have been required made available to make any filings with SEC under the Securities Act or the Exchange ActParent.

Reports and Financial Statements. The filings required to be made by the Company since Since January 1, 2000 1999, Company and each Company Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the Commission under the Securities Act and Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "SEC Company Reports") have been filed ). Company has previously furnished or will promptly furnish National City with SEC true and such filings complete copies of each of Company's annual reports on Form 10-K for the years 1999 through 2002. Except as set forth in the Company Disclosure Letter, as of their respective dates, the Company Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed rules and regulations promulgated thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. The Except as set forth in the Company Disclosure Letter, the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (the "Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of Company and Company Subsidiaries as at the Transfer Group Companies as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Company and its consolidated subsidiaries, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been contingent or otherwise of a type required to make any filings be disclosed in accordance with SEC under generally accepted accounting practices, except as disclosed in the Securities Act or Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the Exchange Actquarter ending September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. The filings Except as set forth on Schedule 5.5 attached hereto, since December 20, 1995, the Company has filed ------------ with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act (the "SEC Reports") have been filed with SEC respective rules and such filings regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at the time of such filingsrules and regulations thereunder. The Company has previously delivered to Parent copies of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting, if any, from December 20, 1995 until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 20, 1995 (other than registration statements filed on Form S-3/S- 8) (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Company SEC Reports"). As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports such reports (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings Buyer has previously furnished to the Seller complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the SEC, and (b) all other reports filed by the Buyer under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since December 31, 1997 (such reports are collectively referred to herein as the "Buyer Reports"), including Buyer's report on Form 10-Q for the quarter ended March 31, 1998 ("Buyer's Most Recent Fiscal Period End"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein and except with respect to unaudited statements to or in the extent notes thereto and, in the case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer and its Subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the Securities and Exchange Commission ("SEC"), and (b) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since December 31, 1997 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Buyer Reports comply as to form in all material respects with the requirements of the Exchange Act and the published rules and regulations of the SEC with respect thereto, and the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required (a) Attached to be made by Section 4.4(a) of the Company since January 1Disclosure Letter are: (i) Company’s unaudited consolidated balance sheet as of September 30, 2000 under the Securities Act 2022 and the Exchange Act related statement of income for the nine-month period then ended, and (ii) Company’s audited consolidated balance sheet as of, and the "SEC Reports"related statements of income and cash flows for the fiscal year ended December 31, 2021 (collectively, the “Company Financial Statements”). Except as set forth on Section 4.4(a) have been filed with SEC and such filings complied of the Company Disclosure Letter, the Company Financial Statements present fairly in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reportsrespects, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (GAAP, the consolidated financial condition and results of operations of Company and its Subsidiaries as of the dates and for the periods referred to therein applied on a consistent basis during the periods presented, except as may be indicated therein in the notes thereto and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim unaudited financial statements, to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal, recurring year-end audit adjustments. Other than , none of which are expected to be material, made in the ordinary course of business consistent with past practice. (b) The books of account and other financial records of Company and its Subsidiaries have been kept accurately, in all material respects, in the ordinary course of business and consistent with applicable Laws, and the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Company have been properly recorded therein in all material respects. (c) Except as set forth on Section 4.4(c) of the Company Disclosure Letter, since May 24, 2021, no bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the Knowledge of Company, since January 1threatened against Company or any of its Subsidiaries or Company’s or any of its Subsidiaries’ properties or assets, 2000and there is no basis therefor. Except as set forth on Section 4.4(a) of the Company Disclosure Letter, no Transfer Group Company has been required each of Company’s and its Subsidiaries is, and will be as of immediately prior to make any filings the Closing, financially solvent in accordance with SEC under the Securities Act or the Exchange ActGAAP.

Reports and Financial Statements. (a) The filings Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1998, and has heretofore made by available to Parent, in the Company since January 1form filed with the SEC, 2000 under (i) its Annual Report on Form 10-K for the Securities Act fiscal year ended December 31, 1998, and (ii) its Quarterly Reports on Form 10-Q for the Exchange Act periods ended March 31, June 30 and September 30, 1999 (the forms, reports and other documents referred to in clauses (i) and (ii) above, together with any amendments or supplements thereto, being referred to herein, collectively, as the "Company SEC Reports"). The Company SEC Reports (i) have been filed with SEC and such filings complied were prepared in all material respects in accordance with all the applicable requirements of the Securities Act and the Exchange Act in effect Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited . (b) Each of the consolidated financial statements contained in the Company SEC Reports complies as to form in all material respects with applicable accounting requirements and unaudited interim consolidated financial statements the published rules and regulations of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been with respect thereto and was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated therein and except with respect to in the notes thereto or, in the case of the unaudited statements to the extent interim financial statements, as permitted by Form 10-Q of under the Exchange Act) and each fairly present in all material respects presented the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated position, results of operations and cash flows of the Transfer Group Companies Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actindicated therein.

Reports and Financial Statements. The filings required Tri-Isthmus has previously furnished to be made Cxxxx Xxxxxxxx true and correct copies of (i) its Annual Report on Form 10-K for the fiscal year ended January 31, 2007, (ii) its Quarterly Report on Form 10-Q for the period ended Axxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the period ended July 31, 2007 and (iii) all other reports or registration statements filed by it with the Company Securities and Exchange Commission (the “SEC”) under Securities Exchange Act of 1934, as amended, since January 131, 2000 under 2007 all in the Securities Act and form (including exhibits) so filed (collectively, the Exchange Act (“Reports”). As of their respective dates, the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects presents the consolidated financial position of the Transfer Group Companies entity or entities to which it relates as of at its date or the respective dates thereof and the consolidated results of operations operations, stockholders’ equity or cash flows, subject to normal year-end adjustments and cash flows of the Transfer Group Companies for the respective periods then endedany other adjustments described therein, subject, which adjustments will not be material in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act amount or the Exchange Acteffect.

Reports and Financial Statements. The filings Since January 1, 1994, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act (the "SEC Reports") have been respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at the time of such filingsrules and regulations thereunder. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended December 31, 1996, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1995, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1995 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports Company's Annual Report on Form 10-K for the year ended December 31, 1996 (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required Company has filed with the SEC all Company SEC Reports and has previously made available to be made by the Purchaser true and complete copies of all the Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports". As of their respective dates, the Company SEC Reports (i) have been filed with SEC and such filings complied as to form in all material respects with all applicable the requirements of the Securities Act and Act, or the Exchange Act in effect at Act, as the time of such filings. The SEC Reportscase may be, including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") have been prepared in accordance with GAAP (except complied as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present form in all material respects with the published rules and regulations of the SEC with respect thereto, and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected, individually or in the aggregate to result in a Company Material Adverse Effect) the consolidated financial position of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, subjectin each case, in the case accordance with generally accepted accounting principles consistently applied. Each Significant Subsidiary of the interim financial statements, to normal, recurring audit adjustments. Other than Company is treated as a consolidated subsidiary of the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under in the Securities Act or the Exchange ActCompany Financial Statements for all periods covered thereby.

Reports and Financial Statements. The filings (a) Since January 1, 1995, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act (the "SEC Reports") have been filed with SEC respective rules and such filings regulations thereunder, all of which complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act rules and regulations thereunder. (b) The Company has previously made available or delivered to Parent copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997, and for each of the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) any actions by written consent in effect at lieu of a stockholders' meeting from January 1, 1998, until the time date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC since January 1, 1998 (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits filed therewith, collectively referred to as the "Company SEC Reports"). There have been no actions by written consent in lieu of such filings. The a stockholders' meeting since January 1998. (c) As of their respective dates, the Company SEC Reports, including and as of the effective date of any financial statements registration statement as amended or schedules included thereinsupplemented filed by the Company, at the time filed did not contain any untrue statement of a any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports such reports (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings required NAB has delivered to be made Keystone -------------------------------- (i) NAB's Annual Report on Form 10-K for the year ended December 31, 1994 containing consolidated balance sheets of NAB at December 31, 1994 and 1993 and consolidated statements of income, stockholders' equity and cash flows of NAB for the three years ended December 31, 1994, all certified by Parente, Xxxxxxxx, Xxxxxxx, Xxxxx & Associates, independent auditors, (ii) NAB's Quarterly Report on Form 10-Q for the Company quarter ended March 31, 1995 containing an unaudited consolidated balance sheet of NAB as of such date and unaudited consolidated statements of income and cash flows of NAB for the interim periods reflected therein and (iii) any Current Reports on Form 8-K filed by NAB since January 1December 31, 2000 under the Securities Act and the Exchange Act 1994. All such reports (the "SEC Reports"i) have been filed with SEC and such filings complied comply in all material respects with all applicable the requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the Exchange Act in effect at rules and regulations of the time of such filings. The SEC Reportsthereunder, including any financial statements or schedules included therein, at the time filed did (ii) do not contain any untrue statement of a material fact or and (iii) do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated All such financial statements statements, including the related notes and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") schedules, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Acttherein) and fairly present in all material respects the consolidated financial position condition, assets and liabilities of NAB at the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations operations, stockholders' equity and cash flows of the Transfer Group Companies NAB for the respective periods then endedstated therein, subject, in the case of the interim financial statements, to normal, normal and recurring year-end audit adjustments. Other than adjustments and except that the Company, since January 1, 2000, no Transfer Group Company has been interim financial statements do not contain all of the notes required to make any filings with SEC under the Securities Act or the Exchange Actby generally accepted accounting principles.

Reports and Financial Statements. (a) The filings required Parent has previously furnished to be made by the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 20-F for the fiscal years 1996 and 1997, as filed with the SEC, and any amendments thereto, (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 2000 under the Securities Act 1996 and (c) all other reports filed pursuant to the Exchange Act since January 1, 1996 (such annual reports, proxy statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "SEC Parent Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Parent Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated audited consolidated financial statements statements, and unaudited interim consolidated financial statements schedules (if any) of the Transfer Group Companies that are Parent included in the SEC Parent Reports (together, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Parent and each of its subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, and (iv) are consistent in all material respects with the books and records of the Parent. (b) The consolidated balance sheet contained in the case Parent's Annual Report on Form 20-F for the fiscal year ended December 31, 1997, including the footnotes thereto, is sometimes referred to hereinafter as the "Parent Base Balance Sheet." (c) The books of account of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActParent are complete and accurate in all material respects.

Reports and Financial Statements. The filings required Reunion has previously furnished to be made by Chatwins a true and complete copy of its (i) Annual Report on Form 10-K for the Company since January 1fiscal year ended December 31, 2000 under the Securities Act and the Exchange Act 1998 (the "SEC ReportsReunion 10-K") have been as filed with the SEC; (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 as filed with the SEC; and (iii) Current Reports on Form 8-K as filed with the SEC since March 31, 1999. Reunion will provide Chatwins with a true and complete copy of each Quarterly Report on Form 10-Q and each current report on Form 8-K promptly after filing such filings complied in all material respects report with all applicable requirements the SEC. As of their respective dates, the Securities Act Reunion 10-K, Quarterly Reports on Form 10-Q and the Exchange Act in effect at the time of such filings. The SEC ReportsCurrent Reports on Form 8-K referred to above, including any financial statements or schedules included thereindid not, at the time filed did not and will not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") such reports or other filings have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Reunion and its subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows flow of the Transfer Group Companies Reunion and its subsidiaries for the respective periods then ended, subject, subject in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than normal year-end adjustments which are neither individually nor in the Company, since January 1, 2000, no Transfer Group Company has been required aggregate expected to make any filings with SEC under the Securities Act or the Exchange Actbe material.

Reports and Financial Statements. The filings Other than as set --------------------------------- forth herein, from March 31, 2000 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the Securities Act "Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Exchange Act (Shareholders upon the "SEC Reports"request of Shareholders) have been copies of all Buyer's Reports filed with the SEC and such filings since April 2000. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") have been with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Buyer and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The filings required Company has previously furnished or made available to be made Parent true and complete copies of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "Company 10-K"), as filed with the Commission, and (ii) all other reports and registration statements filed by the Company with the Commission pursuant to the Exchange Act or the Securities Act since January 1, 2000 under 1999, as amended prior to the Securities Act and the Exchange Act date hereof (the documents described in clauses (i) through (ii) (together with all subsequent filings referred to in the next two sentences) being referred to in this Agreement collectively as the "Company SEC Reports") have been filed with ). As of their respective dates or effective dates, the Company SEC and such filings Reports complied as to form in all material respects with all applicable the requirements of the Exchange Act or the Securities Act Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Company SEC Reports, including any financial statements except as the same may have been corrected, updated or schedules included thereinsuperseded by means of a subsequent filing with the Commission prior to the date hereof. As of their respective dates or effective dates and except as the same may have been corrected, at updated or superseded by means of a subsequent filing with the time filed Commission prior to the date hereof, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 1998, the Company has filed with the Commission all reports required to be filed therewith by it pursuant to the Exchange Act. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the respective consolidated financial position of the Transfer Group Companies Company and its consolidated Subsidiaries as of at the respective dates thereof indicated therein and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim consolidated financial statements, to normal, recurring the omission of notes and to normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings required to be made by Buyer has previously -------------------------------- furnished Seller with true and complete copies of its (i) Annual Reports on Form 10-KSB for the Company since January 1fiscal years ended December 31, 2000 under 1994 and 1995, as filed with the Securities Act and the Exchange Act Commission (the "Commission"), (ii) Quarterly Reports on ---------- Form 10-QSB for the quarter ended March 31, 1996 and for the quarter and six months ended June 30, 1996, as filed with the Commission, (iii) proxy statements related to the 1996 annual meeting of its shareholders, and (iv) all other reports or registration statements filed by Buyer with the Commission since December 31, 1994 (and, in the case of such reports filed by Buyer following the date of this Purchase Agreement and prior to the Closing, Buyer will furnish Seller with true and complete copies of the same)(the documents referred to in clauses (i) through (iv) being referred to herein collectively as the "Buyer SEC Reports") have been filed with ). As of ----------------- their respective dates, the Buyer SEC and such filings complied Reports complied, or will comply, as the case may be, in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act published rules and regulations of the Commission thereunder applicable to such Buyer SEC Reports except as set forth in effect Section 2.5 of the Buyer Disclosure Schedule). Except as disclosed in Section 2.5 of the Buyer Disclosure Schedule, the balance sheets, statements of operations, statements of stockholders' equity and statements of cash flows included in the Buyer SEC Reports as of their respective dates: have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto); present fairly, in all material respects, the financial position of Buyer and its subsidiaries as at the time dates thereof and the results of such filingstheir operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the fact that the notes have been condensed or omitted as permitted by the applicable rules and regulations of the Commission. The As of their respective dates the Buyer SEC Reports, including any financial statements or schedules included therein, at the time filed Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements which are a part of the Transfer Group Companies that are included in the Buyer SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present are in all material respects in accordance with the consolidated financial position books of the Transfer Group Companies as account and records of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required to be made by the Company since Since January 1, 2000 1992, Company and each Company Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the Commission under Sections 12(b), 12(g), 13(a) or 14(a) of the Securities Act and the Exchange Act of 1934, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "SEC Company Reports") have been filed ). Company has previously furnished or will promptly furnish National City with SEC true and such filings complete copies of each of Company's annual reports on Form 10-K for the years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and September 30, 1997. As of their respective dates, Company Reports complied in all material respects with all applicable the requirements of the Securities Act Commission and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (the "Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of Company and Company Subsidiaries taken as a whole as at the Transfer Group Companies as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Company and its consolidated subsidiaries, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been contingent or otherwise of a type required to make any filings be disclosed in accordance with SEC under generally accepted accounting practices, except as disclosed in the Securities Act or Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the Exchange Actfiscal quarter ended September 30, 1997 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. The filings (a) Since January 1, 1998, Parent has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act respective rules and regulations thereunder, all of which complied (the "SEC Reports"as amended and/or supplemented) have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act rules and regulations thereunder. (b) Parent has previously made available or delivered to the Company or its Shareholders copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1998, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) and (ii) any actions by written consent in effect at lieu of a shareholders' meeting from January 1, 1998, until the time of such filings. The SEC Reportsdate hereof, and (c) all other reports, including quarterly reports, or registration statements filed by Parent with the SEC since January 1, 1998 (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits thereto, collectively referred to as the "PARENT SEC REPORTS"). (c) As of their respective dates (as updated by any financial statements or schedules included thereinamendments thereto), at the time filed Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Parent included in such reports (as the SEC Reports (same have been amended, supplemented and/or restated, collectively, the "Financial StatementsPARENT FINANCIAL STATEMENTS") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings Buyer has filed all reports, schedules, forms, statement and other documents (including exhibits and other information incorporated herein) with the SEC required to be made filed by the Company Buyer since January 1, 2000 under 1999 (such documents together with any documents filed during such period by the Securities Act and Buyer with the Exchange Act (SEC on a voluntary basis on Current Reports on Form 8-K, the "BUYER SEC ReportsREPORTS"). As of their respective dates, the Buyer SEC Reports (i) have been filed with SEC and such filings complied as to form in all material respects with all the applicable requirements of the Securities Act and the Securities Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Buyer SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the Buyer SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Buyer and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their cash flows for the periods then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustmentsfootnote disclosures required by GAAP). Other than the Company, since Since January 1, 20001999, no Transfer Group Company the Buyer has been timely filed all material reports, registration statements and other filings required to make any filings be filed by it with the SEC under the Securities Act or rules and regulations of the Exchange ActSEC.

Reports and Financial Statements. The filings (a) Since January 1, 1996, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act respective rules and regulations promulgated thereunder, all of which, as amended (the "SEC Reports") have been filed with SEC and such filings if applicable), complied in all material respects respects, when filed with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at the time of such filingsrules and regulations thereunder. The Company has previously delivered or made available to Purchaser copies (including all exhibits, post-effective amendments and supplements thereto) of its (i) Annual Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, 1997 until the date hereof; and (iii) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii) being referred to as the "Company SEC Reports"). As of their respective dates (or to the extent amended or superseded by a subsequent filing, including any financial statements with respect to the information in such subsequent filing, or schedules included thereinas of the date of the subsequent filing), at the time filed Company SEC Reports did not or will not (as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports Company's Annual Report on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited consolidated interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein and except "GAAP") applied on a basis consistent with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) prior periods and fairly present in all material respects presented the consolidated financial position of the Transfer Group Companies Company and the Company Subsidiaries as of the respective dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of operations and cash flows of the Transfer Group Companies Company and the Company Subsidiaries for the respective periods then ended, ended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures). (b) The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited consolidated interim financial statements, to normal, recurring audit adjustments. Other than statements included in the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with the United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods and fairly presented the consolidated financial position of the Company as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of operations of the Company for the respective periods then ended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures). (c) As of the date of this Agreement, except as set forth in the Company's Annual Report for the year ended December 31, 1999 or in any other Company SEC Report filed since January 1that Annual Report and prior to the date of this Agreement, 2000neither the Company nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (ii) any non-competition agreement or any other agreement or arrangement that limits the Company or any of its subsidiaries or any of their respective affiliates, no Transfer Group or that would, after the date hereof similarly limit the Company has been required to make any filings with SEC under the Securities Act or the Exchange ActPurchaser or any successor thereto, from engaging or competing in any line of business or in any geographic area after giving effect to the transactions contemplated hereby. (d) The audited consolidated financial statements of the Company for the year ended December 31, 2000 will not differ in any material respect from the unaudited consolidated financial statements of the Company for the year ended December 31, 2000 attached hereto as Exhibit 1.5.

Reports and Financial Statements. The filings Other than as set -------------------------------- forth herein, from April 2002 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the Securities Act "Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Exchange Act (Shareholders upon the "SEC Reports"request of Shareholders) have been copies of all Buyer's Reports filed with the SEC and such filings since April 2002. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") have been with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Buyer and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. (a) The filings required Company has previously made available to be made Parent (including through the SEC’s XXXXX system) true and complete copies of: (a) the Company’s Annual Report on Form 10-K filed with the SEC for each of the years ended April 30, 2003 through 2005; (b) the Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarters ended July 31, 2005 and October 31, 2005; (c) each definitive proxy statement filed by the Company with the SEC since January 1April 30, 2000 under 2003; (d) all Current Reports on Form 8-K filed by the Securities Act Company with the SEC since April 30, 2003; and (e) each registration statement, prospectus and any amendments or supplements thereto filed by the Exchange Act Company with the SEC since April 30, 2003. As of their respective dates (or if amended or superseded by a filing prior to the "date of this Agreement, then on the date of such filing), such reports, proxy statements, registration statements, prospectuses, amendments and supplements (individually a “Company SEC Report” and collectively, the “Company SEC Reports"”) have been filed with SEC and such filings (a) complied as to form in all material respects with all the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed rules and regulations promulgated thereunder and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the Company SEC Reports (including any related notes and schedules) complied as to form, as of their respective dates of filing with the "Financial Statements") have been SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein otherwise disclosed in the notes thereto, and except with respect to that unaudited statements to the extent do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects presented the consolidated financial position of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations and cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, in where appropriate, to normal year-end adjustments). Since December 31, 2002, the case Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the interim SEC. (b) Since October 31, 2005, there has not been any material change by the Company in accounting principles, methods or policies for financial statementsaccounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to normalagreements, recurring audit adjustments. Other than documents or other instruments which previously had been filed by the Company, since January 1, 2000, no Transfer Group Company has been required with the SEC pursuant to make any filings with SEC under the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. The Company maintains a reasonable process or procedure under which management of the Company is aware of or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002. (c) The Company has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of the Company, there is no reasonable basis for the assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company’s Quarterly Report on Form 10-Q filed with the SEX xxx xxx xxxxxxx xxxxx Xxxxxxx 00, 0000, (xx) xhich have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the ordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. The filings Since January 1, 1998, Katy has timely filed all reports, registration statements and other filings, together with any amendments required to be made by with respect thereto, that it has been required to file with the Company since January 1, 2000 SEC under the Securities Act and the Exchange Act Act. All such reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Katy with the SEC, together with any amendments thereto, are collectively referred to as the "Katy SEC Reports". As of the respective dates of their filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) have been filed with the SEC, the Katy SEC and such filings Reports complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at rules and regulations of the time of such filings. The SEC Reportsthereunder, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are (including any related notes or schedules) included in the Katy SEC Reports (the "Financial Statements") have been was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated noted therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes or schedules thereto) and fairly present complied in all material respects with the rules and regulations of the SEC, and such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Transfer Katy Group Companies as of the respective dates thereof and the consolidated results of operations and operations, cash flows of the Transfer Group Companies and changes in shareholders' equity for the respective periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings adjustments on a basis consistent with SEC under the Securities Act or the Exchange Actpast periods).

Reports and Financial Statements. (a) The filings Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 and December 31, 1997, (ii) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all --- other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since June 30, 1997 through the Closing Date (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of ------------- the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since June 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subjectand (iv) are consistent with the books and records of the Buyer. Since December 31, 1997 Buyer has not, except as disclosed in Schedule 4.06, made or suffered any change in, or condition affecting, its condition (financial or otherwise), properties, profitability, prospects or operations other than changes, events or conditions in the case ordinary course of Buyer's business none of which (individually or in the interim aggregate) has had or may have a material adverse effect on its business, financial statementscondition, to normalproperties, recurring audit adjustments. Other than the Companyprofitability, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act prospects or the Exchange Actoperations.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of the Buyer's most recent Annual Report on Form 10-K and all reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since the most recent Form 10-K (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings from the date of the most recent Form 10-K through the date of this Agreement. As of their respective dates of filing, the Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Parent has previously furnished to be made the Company true and complete copies, as amended or supplemented, (i) of its Annual Report on Form 10-K for the fiscal year ended March 28, 1999, as filed with the SEC, (ii) its Proxy Statement relating to its Annual Meeting of Shareholders held on September 13, 1999 and (iii) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Company Parent with the SEC since January 1March 28, 2000 under the Securities Act 1999 (such reports, registration statements and the Exchange Act (other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "SEC Parent Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Parent Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Parent included in the SEC Parent Reports (the "Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Parent as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in except that the case of the unaudited interim financial statements, statements were or are not subject to normal, normal recurring audit year-end adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required to be made by the Company since January 1, 2000 under the Securities Act (a) AltaRex has filed on SEDAR true and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements complete copies of the Securities Act Information Circular relating to AltaRex’s 2003 annual meeting of shareholders, its 2002 Annual Report to shareholders and its Renewal Annual Information Form for the Exchange Act in effect at the time year ended December 31, 2002. As of their respective dates, such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading and complied in all material respects with all applicable Laws. (b) AltaRex’s audited consolidated financial statements as at and for the years ended December 31, 2002, 2001 and 2000 and its unaudited interim consolidated financial statements of as at and for the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") periods ended March 31, 2003, June 30, 2003 and September 30, 2003 have been prepared in accordance with GAAP generally accepted accounting principles applicable in Canada on a consistent basis with prior periods (except except: (i) as may be otherwise indicated therein in such financial statements and except with respect to the notes thereto or, in the case of audited statements, in the related report of AltaRex’s independent accountants; or (ii) in the case of unaudited statements interim financial statements, to the extent permitted by Form 10-Q of the Exchange Actthey may not include footnotes or may be condensed or summary statements) and fairly present present, in all material respects accordance with GAAP, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated position, results of operations and cash flows changes in financial position of AltaRex as of the Transfer Group Companies dates thereof and for the respective periods then ended, indicated therein (subject, in the case of the any unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). (c) AltaRex will deliver to Bancorp as soon as they become available true and complete copies of any report or statement filed by it with Securities Authorities subsequent to the date hereof. Other than As of their respective dates, such reports and statements (excluding any information therein provided by Bancorp, as to which AltaRex makes no representation) to the Companyextent that such reports or statements are required by applicable Laws, since January 1, 2000, no Transfer Group Company has been will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all Applicable Laws. The financial statements of AltaRex issued by AltaRex or to be included in such reports and statements (excluding any filings information therein provided by Bancorp, as to which AltaRex makes no representation) will be prepared in accordance with SEC under generally accepted accounting principles in Canada (except (A) as otherwise indicated in such financial statements and the Securities Act notes thereto or, in the case of audited statements, in the related report of AltaRex’s independent accountants or (B) in the Exchange Actcase of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements) and will present fairly the financial position, results of operations and changes in financial position of AltaRex as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year end audit adjustments).

Reports and Financial Statements. The filings (i) Target and Target Bank have each timely filed all material reports, forms, registration statements and proxy or information statements, together with any amendments required to be made by with respect thereto, that they were required to file since December 31, 1997 with (A) the Company since January 1FDIC, 2000 under (B) the OTS, (C) the Department, (D) the National Association of Securities Act Dealers, Inc. ("NASD"), and (E) the Exchange Act SEC (the collectively, "SEC ReportsTARGET'S REPORTS") and have been filed with SEC paid all fees and such filings complied assessments due and payable in all material respects with all applicable requirements connection therewith. As of the Securities Act and the Exchange Act in effect at the time their respective dates, none of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Target's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements All of the Transfer Group Companies that are included in Target's Reports filed with the SEC Reports under the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), complied in all material respects with the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q applicable requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. (ii) and fairly present Each of the financial statements of Target included in Target's Reports filed with the SEC complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Target's Reports were prepared from the books and records of Target and Target Bank, fairly present the consolidated financial position of the Transfer Group Companies Target and Target Bank in each case at and as of the respective dates thereof indicated and the consolidated results of operations income, changes in stockholders' equity and cash flows of the Transfer Group Companies Target and Target Bank for the respective periods then endedindicated, subjectand, except as otherwise set forth in the case notes thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the 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 a statement of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actchanges in stockholders' equity and complete footnotes.

Reports and Financial Statements. The (a) Since December 15, 2004 (or April 13, 2005 with respect to Holdings and its subsidiaries), Genco and, to the extent applicable, each of the other Companies, has timely filed with the NRC, the PUC and any other Governmental Authority with jurisdiction all material forms, reports, schedules, registrations, declarations and other filings required to be made filed by it under all applicable Laws, including the Public Utility Holding Company since January 1Act of 1935 (“PUHCA”), 2000 under the Securities Atomic Energy Act of 1954 (“AEA”) and the Exchange Act Texas Public Utility Regulatory Act, and the respective rules and regulations thereunder (the "SEC Reports") have been filed with SEC and such filings “PURA”), all of which, as amended if applicable, complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at rules and regulations promulgated thereunder. To the time Company’s knowledge, as of such filingsthe date of its filing, Amendment No. The SEC Reports2 to the Registration Statement on Form S-1 of Texas Genco, including any financial statements or schedules included thereinInc., at filed September 1, 2005 (File No. 333-125524) (the time filed “Form S-1”), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements as of and for the period from July 19, 2004 through December 31, 2004 and unaudited interim consolidated financial statements as of and for the Transfer Group Companies that are six-month period ended June 30, 2005 (including the notes related thereto) of Genco included in the SEC Reports (Form S-1 complied as to form in all material respects with the "Financial Statements") applicable accounting requirements of the Securities Act and the related published rules and regulations, was prepared from, and is in accordance with, the books and records of the Companies, which books and records have been prepared maintained, and which financial statements were prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present presented in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and their operations, cash flows of the Transfer Group Companies and changes in financial position for the respective periods then ended, reported (subject, in the case of the interim financial unaudited quarterly statements, to normalnormal year-end audit adjustments that are immaterial to the Companies as a whole). All of the Companies are consolidated for accounting purposes. (b) Section 4.5(b) of the Companies Disclosure Letter contains true and complete copies of the audited statements of owners’ assets and statements of owners’ liabilities for South Texas Project and South Texas Project Nuclear Operating Company as of December 31, recurring audit adjustments2004 and December 31, 2003 and the audited statements of expenses and miscellaneous income of South Texas Project and South Texas Project Nuclear Operating Company for the fiscal years ended December 31, 2004 and December 31, 2003 (collectively, the “STP Financial Statements"). Other than To the Company’s knowledge, since January 1each of the STP Financial Statements was prepared from, 2000and is in accordance with, no Transfer Group Company has the books and records of South Texas Project, which books and records have been required to make any filings maintained, and which financial statements were prepared, in accordance with SEC under the Securities Act owner’s agreements and FERC’s Uniform System of Accounts prescribed for Public Utilities and Licensees (except as may be indicated therein or in the notes thereto) and, as of their respective dates, fairly presented in all material respects the financial position of South Texas Project as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods reported. (c) Except as set forth in Section 4.5(c) of the Companies Disclosure Letter, the management of Genco (i) is in the process of implementing disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) intended to ensure that material information relating to the Companies is timely made known to the management of Genco by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to Genco’s outside auditors and the audit committee of the board of managers of Genco any fraud, whether or not material, that involves management or other employees who have a significant role in Genco’s internal control over financial reporting. A summary of any such disclosure made by management to Genco’s auditors and audit committee has been made available to Buyer.

Reports and Financial Statements. The filings Rent-Way has timely filed all reports required to be made by the Company since January 1, 2000 under filed with the Securities Act and Exchange Commission (the "SEC") pursuant to the Exchange Act since October 1, 1997 (collectively, the "Rent-Way SEC Reports") have been filed with ). As of their respective dates, the Rent-Way SEC and such filings Reports complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time SEC promulgated thereunder applicable to such Rent-Way SEC Reports. None of 6 8 such filings. The Rent-Way SEC Reports, including any financial statements or schedules included thereinas of their respective dates, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial balance sheets of Rent-Way and the related audited statements of operations, stockholders equity and cash flows and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the Rent-Way SEC Reports (complied as to form, as of their respective dates of filing with the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present SEC, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presented the consolidated financial position and the results of operations and the Transfer Group Companies changes in financial position of Rent-Way and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies or for the respective periods then endedset forth therein, subjectall in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actexcept as otherwise noted therein.

Reports and Financial Statements. The filings required to be made by As of their -------------------------------- respective dates, Buyer's (i) Annual Report on Form 10-K for the Company since January 1fiscal year ended December 31, 2000 under 1996, as filed with the Securities Act and the Exchange Act Commission (the "Commission"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997 and June 30, 1997, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since March 31, 1996 and (iv) all other reports on Form 8-K and registration statements declared effective by the Commission since March 31, 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that Buyer was required to file with the Commission since March 31, 1996 (all items in clauses (i) through (iv) being referred to herein collectively as the "Buyer SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Buyer SEC Reports. As of their respective dates, including any financial statements or schedules included therein, at the time filed Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were mere made, not misleading. The As of their respective dates, the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer SEC Reports complied in all material respects with applicable accounting requirements of the Securities Act and the Exchange Act, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Buyer SEC Reports (the "Financial Statements"i) have been prepared in accordance with GAAP during the periods presented (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments and except with respect to for the fact that such unaudited statements to the extent permitted do not contain all notes required by Form 10-Q of the Exchange ActGAAP), (ii) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies Buyer as of the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies flow for the respective periods then endedended (except as may be indicated therein or in the notes thereto, subjector, in the case of the unaudited interim financial statements, subject to normal, recurring normal year-end audit adjustments. Other than adjustments and any other adjustments described therein and except for the Company, since January 1, 2000, no Transfer Group Company has fact that certain information and notes have been required to make any filings condensed or omitted in accordance with SEC under the Securities Act or and the Exchange ActAct and the rules promulgated thereunder) and (iii) are, in all material respects, in accordance with the books of account and records of Buyer. Any reports or other material filed by Buyer with the Commission after the date hereof and prior to the Closing Date (other than preliminary material) shall be deemed to be included in the defined term "Buyer SEC Reports" for purposes of this Agreement and Buyer shall be deemed to have made the representations set forth in this Section 5.3 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. The filings required to be made by the Company or any of its subsidiaries since January 1December 31, 2000 1999 under the Securities Act and the Exchange Act (the "SEC Reports") and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Delaware, as the case may be, and all such filings complied complied, as of their respective dates, in all material respects with all applicable requirements of the Securities Act appropriate statutes and the Exchange Act in effect at rules and regulations thereunder. The Company has made available to DGAC a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its subsidiaries with the SEC since December 31, 1999 (as such documents have since the time of such filingstheir filing been amended, the "Company SEC Reports"). The As of their respective dates, the Company SEC Reports, including any financial statements or schedules included therein, at the time filed time (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the Company SEC Reports (collectively, the "Company Financial Statements") have been complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, . Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActFinancial Statements for all periods covered thereby.

Reports and Financial Statements. The filings required to be made by the Company since January 1, 2000 under the Securities Act (a) ViRexx has filed on SEDAR true and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements complete copies of the Securities Act Information Circular relating to ViRexx’s 2003 annual meeting of shareholders, its 2003 Annual Report to shareholders and its Renewal Annual Information Form for the Exchange Act in effect at the time year ended December 31, 2003. As of their respective dates, such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading and complied in all material respects with all applicable Laws. (b) ViRexx’s audited consolidated financial statements as at and for the years ended December 31, 2003, 2002 and 2001 and its unaudited interim consolidated financial statements of as at and for the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") periods ended March 31, 2004, June 30, 2004 and September 30, 2004 have been prepared in accordance with GAAP generally accepted accounting principles applicable in Canada on a consistent basis with prior periods (except except: (i) as may be otherwise indicated therein in such financial statements and except with respect to the notes thereto or, in the case of audited statements, in the related report of ViRexx’s independent accountants; or (ii) in the case of unaudited statements interim financial statements, to the extent permitted by Form 10-Q of the Exchange Actthey may not include footnotes or may be condensed or summary statements) and fairly present present, in all material respects accordance with GAAP, the consolidated financial position, results of operations and changes in financial position of the Transfer Group Companies ViRexx as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, indicated therein (subject, in the case of the any unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). (c) iRexx will deliver to AltaRex as soon as they become available true and complete copies of any report or statement filed by it with Securities Authorities subsequent to the date hereof. Other than As of their respective dates, such reports and statements (excluding any information therein provided by AltaRex, as to which ViRexx makes no representation) to the Companyextent that such reports or statements are required by applicable Laws, since January 1, 2000, no Transfer Group Company has been will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all Applicable Laws. The financial statements of ViRexx issued by ViRexx or to be included in such reports and statements (excluding any filings information therein provided by AltaRex, as to which ViRexx makes no representation) will be prepared in accordance with SEC under generally accepted accounting principles in Canada (except (A) as otherwise indicated in such financial statements and the Securities Act notes thereto or, in the case of audited statements, in the related report of ViRexx’s independent accountants or (B) in the Exchange Actcase of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements) and will present fairly the financial position, results of operations and changes in financial position of ViRexx as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year end audit adjustments).

Reports and Financial Statements. The filings Company has previously -------------------------------- furnished to the Buyer complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal years ended 1994 and 1995, as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 16, 1994 and (c) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Company with the SEC since December 16, 1994 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1December 16, 2000 under 1994, other than any Registration Statement on Form S-8. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports, including any Company Reports filed after the date of this Agreement until the Closing (together, the "Company Financial Statements") (i) comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared or will be prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and the Subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim Company and the Subsidiaries, including the audited financial statementsStatements of the Company as of December 31, 1996 which have been provided to normalthe Buyer and which shall be substantially identical to the audited financial statements to be filed by the Company with the SEC as part of its Annual Report on Form 10-K for the fiscal year ended December 31, recurring audit adjustments. Other than 1996 (the Company"Most Recent Company Financial Statements"), since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under except that such financial statements may include a footnote describing the Securities Act or the Exchange ActMerger.

Reports and Financial Statements. The filings required Representing Party has previously furnished or otherwise made available (by electronic filing or otherwise) to be made by the Bidder true and complete copies of: (1) Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1998 and 1999 in the case of the Company and the year ended December 31, 1999 in the case of Bidder. (2) the Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2000, for each of the Representing Parties; (3) each definitive proxy statement filed with the SEC since December 31, 1998, for each of the Representing Parties; (4) each final prospectus filed with the SEC since December 31, 1998, except any final prospectus on Form S-8, for each of the Representing Parties; and (5) all Current Reports on Form 8-K filed with the SEC since January 1, 2000 under 2000, for each of the Securities Act Representing Parties. As of their respective dates, such reports, proxy statements and prospectuses filed with the Exchange Act SEC by the Representing Party (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") have been filed with SEC and such filings (i) complied as to form in all material respects with all the applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Representing Party's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the Representing Party's SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Bidder or the Company and its consolidated Subsidiaries, as the case may be, as of the respective dates thereof and the consolidated results of operations and cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, in the case of the unaudited interim financial statements, to normalnormal recurring adjustments), recurring audit adjustmentsin each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Other than Since the Companydate of Bidder's initial public offering, since the Bidder has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Since January 1, 20001999, no Transfer Group the Company has been timely filed all reports, registration statements and other filings required to make any filings be filed by it with the SEC under the Securities Act or rules and regulations of the Exchange ActSEC.

Reports and Financial Statements. The filings Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended and supplemented, of its (a) Annual Report on Form 10-K for its fiscal year ended January 26, 1997, (b) Quarterly Reports on Form 10-Q for its fiscal quarters ended April 27, 1997 and August 3, 1997, (c) Proxy Statement related to its annual stockholders' meeting of June 5, 1997, each as filed with the Commission, and (d) all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission since January 26, 1997 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of ------------- the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements Commission since January 26, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Delano has previously furnished to be made by DA true and correct copies of its (i) Form 10-K for the Company since January 1period ended Marcx 00, 0000, (xx) xxx Quarterly Report on Form 10-Q for the period ended June 30, 2000 (the "RECENT 10-Q"), (iii) all other reports filed by it with the Securities and Exchange Commission (the "COMMISSION") under the Securities Act and the Exchange Act of 1934, as amended (the "SEC ReportsEXCHANGE ACT") have been since February 9, 2000 and (iv) Delano hereby agrees to furnish to DA true and correct copies of all reports filed by it with SEC and such filings the Commission after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, the "REPORTS"). As of their respective dates, the Reports complied or will comply in all material respects with all the then applicable requirements published rules and regulations of the Securities Act and the Exchange Act in effect Commission with respect thereto at the time date of such filings. The SEC Reports, including any financial statements their issuance and did not or schedules included therein, at the time filed did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Delano's Reports (the "Financial Statements") have has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects presents the consolidated financial position of the Transfer Group Companies entity or entities to which it relates as of at its date or the respective dates thereof and the consolidated results of operations and operations, stockholders' equity or cash flows of the Transfer Group Companies for the respective periods then ended, such entity or entities (subject, in the case of the interim financial unaudited statements, to normalthe absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, recurring audit adjustments. Other than which will not be material either individually or in the Companyaggregate, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under and except as described in Section 5.5 of the Securities Act or the Exchange ActDelano Disclosure Schedule).

Reports and Financial Statements. The filings required Parent has previously furnished to be made Natchez true and correct copies of its (i) Annual Report on Form 10-K for the period ended December 31, 1998, (ii) the Recent 10-Q, and (iii) all other reports filed by it with the Company Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act") since January 1, 2000 under the Securities Act and the Exchange Act 1999 (such reports, together with any amendments or supplements thereto are collectively referred to herein as, the "SEC Reports") have been filed with SEC and such filings ). As of their respective dates, the Reports complied or will comply in all material respects with all the then applicable requirements published rules and regulations of the Securities Act and the Exchange Act in effect Commission with respect thereto at the time date of such filings. The SEC Reports, including any financial statements their issuance and did not or schedules included therein, at the time filed did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects presents the consolidated financial position of the Transfer Group Companies entity or entities to which it relates as of at its date or the respective dates thereof and the consolidated results of operations and operations, stockholders' equity or cash flows of the Transfer Group Companies for the respective periods then ended, such entity or entities (subject, in the case of the interim financial unaudited statements, to normalthe absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, recurring audit adjustments. Other than which will not be material either individually or in the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actaggregate).

Reports and Financial Statements. The filings Since September 28, 1999, Telemate has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act, the Exchange Act and the Exchange Act (the "SEC Reports") have been respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act rules and regulations thereunder. Telemate has previously made available to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal years ended December 31, 2000 and 1999, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its Shareholders (whether annual or special), (ii) actions by written consent in effect at lieu of a Shareholders' meeting, in each case from September 28, 1999 until the time of such filings. The date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Telemate with the SEC since September 28, 1999 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Telemate SEC Reports"). As of their respective dates, including any financial statements or schedules included therein, at the time filed did not contain any Telemate SEC Reports contained no untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements for the fiscal year ended December 31, 2000 and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports two prior fiscal years (collectively, the "Financial StatementsTELEMATE FINANCIAL STATEMENTS") ), have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Telemate and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required to be made by the Company since Since January 1, 2000 1992, Company and each Company Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they 14 19 were required to file with the Commission under Sections 12(b), 12(g), 13(a) or 14(a) of the Securities Act and the Exchange Act of 1934, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "SEC Company Reports") have been filed ). Company has previously furnished or will promptly furnish National City with SEC true and such filings complete copies of each of Company's annual reports on Form 10-K for the years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and September 30, 1997. As of their respective dates, Company Reports complied in all material respects with all applicable the requirements of the Securities Act Commission and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (the "Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of Company and Company Subsidiaries taken as a whole as at the Transfer Group Companies as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Company and its consolidated subsidiaries, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been contingent or otherwise of a type required to make any filings be disclosed in accordance with SEC under generally accepted accounting practices, except as disclosed in the Securities Act or Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the Exchange Act.fiscal quarter ended September 30, 1997 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices. 4.8

Reports and Financial Statements. The filings Company has previously furnished each Initial Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the EDGAR system (i) Annual Report on Form 10-K for the year ended Xxxxmber 31, 2001, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2002 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2001 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the "the Company Commission Filings"). The Company Commission Filings constituted all of the documents required to be made filed by the Company with the Commission since January 1December 31, 2000 under the Securities Act and the Exchange Act 2001. As of their respective dates, such Company's Commission Filings (the "SEC Reports"as amended or supplemented) have been filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at and the time rules and regulations of such filings. The SEC Reportsthe Commission promulgated thereunder, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in such Company's Commission Filings comply as to form in all material respects with applicable accounting requirements and the SEC Reports (published rules and regulations of the "Financial Statements") Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to or in the extent notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of Company at the respective dates thereof and the consolidated results of its operations and its cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) The filings required to be made Company has previously furnished the Investor with complete and correct copies of the following: (i) the balance sheets of the Company as of December 31, 1997, February 28, 1997 and February 23, 1996, and the related statements of income, retained earnings, and cash flow for the years then ended, certified by the Company since January 1Company's independent certified public accountant; the Company's unaudited balance sheet and related statements of income, 2000 under retained earnings, and cash flow for the Securities Act interim periods ended September 30, 1998, and August 29, 1997; and the Exchange Act (the "SEC Reports") have been filed with SEC Company's unaudited balance sheet and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make income for the statements thereinmonth ended November 27, in light of the circumstances under which they were made1998, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports each attached hereto as SCHEDULE 4.7(a)(i) (collectively the "Financial Statements"); (ii) have been the pro forma consolidated balance sheet of the Company at the Closing Date, taking into account all transactions contemplated by this Agreement and the Related Agreements, such balance sheet being attached hereto as SCHEDULE 4.7(a)(ii) (the "Pro Forma Balance Sheet"); and (iii) the projections of the Company's future performance dated as of the Closing Date and attached hereto as SCHEDULE 4.7(a)(iii) (the "Projections"). (b) Except as specifically noted therein or in Section 7.1, each of the Financial Statements delivered under Section 4.7(a)(i) hereof was prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as may be indicated therein that the unaudited financial statements do not contain footnotes, and except are subject to normal and customary year end adjustments consistent with respect to unaudited statements to the extent permitted by Form 10-Q past practice); each of the Exchange Act) and balance sheets included in such Financial Statements fairly present presents in all material respects the consolidated financial position condition of the Transfer Group Companies Company as of the respective dates thereof close of business on the date thereof, and each of the consolidated statements of income and retained earnings and changes in financial position included in such Financial Statements fairly presents in all material respects the results of operations and cash flows of the Transfer Group Companies Company for the respective Fiscal Years and periods then ended. (c) The Pro Forma Balance Sheet and the Projections have been prepared by management of the Company on a reasonable basis consistent with the historical financial statements of the Company except for the pro forma adjustments specified therein, subjectand the Company is not aware of any fact that casts doubt on the reasonableness or completeness thereof, or the accuracy of the historical or actual amounts or the calculations included therein. The Company does not and will not, upon completion of the transactions contemplated by this Agreement, have any material liabilities, contingent or otherwise, that are not referred to in the case Pro Forma Balance Sheet, the December 31, 1997 balance sheet included in the Financial Statements or in the notes to the December 31, 1997 Financial Statements. The Company will attain cash from operations for the fourth quarter of fiscal year 1998 in an amount at least equal to the amount set forth in the Projections. (d) The Projections constitute a reasonable basis for the assessment of the interim financial statementsfuture performance of the Company during the periods indicated therein, to normal, recurring audit adjustments. Other than and all material assumptions used in the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under preparation thereof are set forth in the Securities Act or the Exchange Actnotes thereto.

Reports and Financial Statements. The filings required Company has delivered to be made by the Company Purchasers prior to the execution of this Agreement a copy of each registration statement, schedule, report, proxy statement or information statement it has filed with the Securities and Exchange Commission ("SEC") since January 1March 31, 2000, including without limitation, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 under and 3 4 September 30, 2000, the Securities Act Company's Annual Report on Form 10-K for the year ended December 31, 2000, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and any Current Reports on Form 8-K (as such documents have since the Exchange Act (time of their filing been amended or supplemented, the "SEC Reports"). The SEC Reports (a) have been were timely filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at of 1934, as amended (the time of such filings. The SEC Reports"Exchange Act"), including any financial statements or schedules included therein, at the time filed and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the SEC Reports (complied in all material respects with the "Financial Statements") have been published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to year-end audit adjustments and the absence of footnotes) the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. Calgene -------------------------------- has previously furnished to Monsanto complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1995, as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since June 30, 1995 and (c) all other reports or registration statements, other than Registration Statements on Form S-8, filed by Calgene with the SEC since June 30, 1995 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Calgene Reports"). The filings Calgene Reports constitute all of the documents filed or required to be made filed by Calgene with the Company SEC since January 1June 30, 2000 under 1995, other than any Registration Statement on Form S-8. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Calgene Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Calgene included in the SEC Calgene Reports (together, the "Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (iii) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of Calgene as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. (a) The filings required Company has delivered to be made by the Company since January 1Purchaser prior to the execution of this Agreement a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 under 2003, the Securities Act and the Exchange Act (the "SEC Reports") Company’s Quarterly Reports on Form 10-Q that have been filed with SEC for all quarters ended since December 31, 2003, all of the Company’s proxy materials filed since its 2003 Annual Meeting of Stockholders (including the Proxy Materials) and all Current Reports on Form 8-K filed since December 31, 2003 (as such filings complied in all material respects documents have since the time of their filing been amended or supplemented) together with all applicable reports, documents and information filed on or after the date first written above through the Closing Date with the SEC, including all information incorporated therein by reference (collectively, the “SEC Reports”). The SEC Reports (i) complied and will comply as to form with the requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (ii) did not contain and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto), if any, included in the SEC Reports (the "“Financial Statements"”) have been complied and will comply, in all material respects, as to form with the SEC’s rules and regulations with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present (subject, in all the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material respects and to the consolidated absence of footnotes) the financial position and shareholders’ equity of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations earnings and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case . The Financial Statements reflect all liabilities or obligations of the Company of any kind or matter (whether direct, accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) for the periods covered thereby. (b) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), all of whose members are “independent” as defined in Rule 4200(a)(14) of the National Association of Securities Dealers, Inc. and such committee has operated in accordance with applicable law and regulations. The Company’s independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable Federal securities laws, the Audit Committee’s charter, the SEC’s rules and regulations and the applicable rules of any securities exchange or automated quotation system or market on which the Company’s securities are or have been traded or listed. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, unqualified opinion as to the Company’s audited financial statements or have raised any unresolved issues with respect to any of the Company’s interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required to be made As of their respective filing dates, the Company's Form 10-K for the year ended December 31, 1999, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Shareholders and all Forms 10-Q and 8-K filed by the Company since with the Securities and Exchange Commission (the "SEC") after January 1, 2000 under the Securities Act and the Exchange Act 2000, in each case without exhibits thereto (the "SEC Reports") have been filed with SEC and such filings complied were prepared in all material respects in accordance with all applicable the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsSEC Reports. The SEC Reports, including any financial statements or schedules included therein, at the time filed did when read as a whole do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make normal year-end adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described in such financial statements.

Reports and Financial Statements. Buyer will deliver to Shareholder prior to June 28, 1998 accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30,1997, December 31, 1997, and Xxxxx 00, 0000 (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since March 31, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The filings Buyer Reports include all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since June 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required to be made Company has previously furnished Acquisition with true and complete copies of (i) its Registration Statement on Form 10-SB, as filed with the Commission, (ii) its Quarterly Reports on Form 10-QSB for the quarters ended June 30, 1997 and September 30, 1997, as filed with the Commission, (and, if available, its Annual Report on Form 10-KSB for the year ended December 31, 1997), and (iii) all other reports or registration statements filed by the Company since January 1, 2000 under with the Securities Act and Commission that the Exchange Act Company was required to file with the Commission (the documents listed in clauses (i) through (iii) being referred to herein collectively as the "Company SEC Reports") have been filed with ). As of their respective dates, the Company SEC and such filings Reports complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Company SEC Reports. As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (comply as to form in all material respects with applicable accounting requirements and with the "Financial Statements") published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of Company at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings required Parent has delivered or made available to be made by the Company since and the Company Stockholders true and complete copies of: (i) the Annual Report on Form 10-K for the fiscal year ended January 1, 2000 under 2000; (ii) the Securities Act Quarterly Report on Form 10-Q for the quarter ended April 1, 2000; and (iii) the Exchange Act Proxy Statement for the Annual Meeting of Stockholders to be held on July 25, 2000. NY/286183.2 (the "SEC Reports"i) have been filed with SEC and such filings complied as to form in all material respects respect with all the applicable requirements of the Securities Act Act, the Exchange Act, and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Parent SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the Parent SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the case notes thereto and except that the unaudited financial statements therein do not contain all of the interim financial statementsfootnote disclosures required by GAAP). Since December 31, to normal1998 , recurring audit adjustments. Other than the CompanyParent has timely filed all material reports, since January 1, 2000, no Transfer Group Company has been registration statements and other filings required to make any filings be filed by it with the SEC under the Securities Act or rules and regulations of the Exchange ActSEC.

Reports and Financial Statements. The filings (a) Apple has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements) required to be made filed by the Company since January 1, 2000 it under the Securities Act, the Exchange Act and the Exchange Act (the "SEC Reports") have been respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at rules and regulations thereunder. Apple has previously delivered or made available to OCA copies (including all exhibits, post-effective amendments and supplements) of all reports, including quarterly reports, and registration statements filed by Apple with the time of such filings. The SEC since December 31, 1998 (collectively, the "Apple SEC Reports"). As of their respective dates, including any financial statements or schedules included therein, at the time filed Apple SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. , except as could reasonably be expected to not have a Material Adverse Effect. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Apple included in the SEC Reports such reports (collectively, the "Financial Statements") have been were prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of Apple and its subsidiaries (including the Transfer Group Companies Canadian Sellers) as of the respective dates thereof and the consolidated results of their operations and their cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings As all times since acceptance by NASD of its application submitted to NASD pursuant to NASD Rule 6740 and Rule 15c2-11 under the Exchange Act, Corpas has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under the Securities Act including, but not limited to Form 15c2-11, Form 10-K, Forms 10-Q, Forms 8-K and the Exchange Act proxy statements (collectively, the "SEC ReportsCORPAS REPORTS") have been ). Corpas has previously furnished to ICE and ICE Stockholders copies of all Corpas Reports filed with SEC and such filings the SEC. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), Corpas Reports complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Corpas included in Corpas Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of the unaudited statements to the extent statements, as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Corpas and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The filings (a) Since April 30, 1995, the Company has filed all reports and other documents that it was required to be made by the Company since January 1, 2000 under file with the Securities Act and the Exchange Act Commission (the "SEC ReportsCOMMISSION"). The Company has furnished Parent with true and complete copies of its (i) have been Annual Reports on Form 10-K for the fiscal years ended April 30, 1996 and April 30, 1997, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended July 31, 1997, October 31, 1997, and January 31, 1998 as filed with the Commission, (iii) proxy statements related to all meetings of its shareholders (whether annual or special) held since April 30, 1996, and (iv) all reports on Forms 8-K filed with, and registration statements declared effective by, the Commission since April 30, 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material and Reports on Form 10-Q not referred to in clause (ii) above) that the Company was required to file with the Commission from April 30, 1996 to the date hereof (clauses (i) through (iv) being referred to herein collectively as the "COMPANY SEC and such filings REPORTS"). As of their respective dates, the Company SEC Reports complied in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Company SEC Reports. As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included or incorporated by reference in the Company SEC Reports (the "Financial Statements"i) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods presented (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q notes thereto or, in the case of the Exchange Actunaudited statements, to normal year-end audit adjustments), (ii) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company and the Company Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, recurring audit adjustments. Other than and (iii) are in all material respects, in accordance with the books of account and records of the Company. (c) Neither the Company nor any Company Subsidiary has any liability or is subject to any loss contingency, other than (i) as reflected or disclosed in the financial statements or notes thereto included in the Company SEC Reports, (ii) in the aggregate adequately provided for in the Company's unaudited balance sheet (including any related notes thereto) as of January 31, 1998 (the "1998 COMPANY BALANCE SHEET"), (iii) incurred in the ordinary course of business and not required under GAAP to be reflected on the 1998 Company Balance Sheet, (iv) incurred since January 131, 20001998 in the ordinary course of business consistent with past practice, no Transfer Group (v) incurred in connection with this Agreement, (vi) as set forth in SECTIONS 5.4, 5.5, 5.6, 5.7, 5.8, 5.10 and 5.14 of the Company has been required to make any filings with SEC under the Securities Act Disclosure Schedule, or the Exchange Act(vii) which would not have a Company Material Adverse Effect.

Reports and Financial Statements. The filings required to be made by the Company At least since January 1, 2000 1996, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act and of 1933, as amended (the "Securities Act"), the Exchange Act (and the "SEC Reports") have been filed with SEC respective rules and such filings regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act rules and regulations thereunder. The Company has previously made available to Parent copies of its (a) Annual Reports on Form 10-K as filed with the SEC, (b) proxy and information statements relating to (i) any meetings of its shareholders (whether annual or special) and (ii) actions by written consent in effect at lieu of a shareholders' meeting, each from January 1, 1996 until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC, in each case, since January 1, 1996 (the documents referred to in clauses (a), (b) and (c), together with any exhibits, any amendments thereto, and any information incorporated by reference therein, are collectively referred to as the "Company SEC Reports"). At the time of such filings. The filing, the Company SEC Reports, including any financial statements or schedules included therein, at the time filed Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Seller complete and accurate copies, as amended or supplemented, of (a) its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with the SEC on April 2, 2001 and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC between December 31, 2000 and the date of this Agreement (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings from December 31, 2000 through the date of this Agreement. The Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Chatwins has previously furnished to be made by Reunion a true and complete copy of its (i) Annual Report on Form 10-K for the Company since January 1fiscal year ended December 31, 2000 under the Securities Act and the Exchange Act 1998 (the "SEC ReportsChatwins 10-K") have been as filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and Exchange Commission ("SEC"), (ii) Quarterly Report on Form 10-Q for the Exchange Act in effect at quarter ended March 31, 1999 as filed with the time SEC; and (iii) Current Reports on Form 8-K as filed with the SEC since March 31, 1999. Chatwins will provide Reunion with a true and complete copy of each Quarterly Report on Form 10-Q and each Current Report on Form 8-K promptly after filing such filingsreport with the SEC. The SEC ReportsAs of their respective dates, including any financial statements or schedules included thereinthe Chatwins 10-K, at the time filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K referred to above did not not, and will not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") such reports or other filings have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Chatwins and its subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows flow of the Transfer Group Companies Chatwins and its subsidiaries for the respective periods then ended, subject, subject in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than normal year-end adjustments which are neither individually nor in the Company, since January 1, 2000, no Transfer Group Company has been required aggregate expected to make any filings with SEC under the Securities Act or the Exchange Actbe material.

Reports and Financial Statements. The filings required Prior to be made the execution hereof, the Company has delivered to the Purchaser true and complete copies of the Company’s most recently filed Form 10-KSB, as amended, and the Proxy Statement in connection with the Company’s most recent Annual Meeting of Stockholders and all Forms 10-Q and 8-K filed by the Company since with the SEC after January 1, 2000 under the Securities Act and the Exchange Act 2008, in each case without exhibits thereto (the "“SEC Reports") have been filed with ”). As of their respective filing dates, the SEC and such filings complied Reports were prepared in all material respects in accordance with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsSEC Reports. The SEC Reports, including as they may be updated by any financial statements supplement or schedules included thereinamendment to an SEC Report, at the time filed did do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make normal year-end adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described in such financial statements.

Reports and Financial Statements. (a) The filings Company has timely filed with or furnished to the SEC all reports, schedules, statements and other documents required to be made filed or furnished by the Company since January 1, 2000 it under the Securities Act and or the Exchange Act Act, including all certifications required pursuant to the Xxxxxxxx-Xxxxx Act, since September 27, 2015 (the "“Company SEC Reports"Documents”). As of their respective dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) have been filed with the last such amendment, the Company SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim consolidated financial statements schedules) of the Transfer Group Companies that are Company included in the Company SEC Reports (Documents when filed complied as to form in all material respects with the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein applicable accounting requirements and except the published rules and regulations of the SEC with respect to unaudited statements to thereto in effect at the extent permitted by Form 10-Q time of the Exchange Act) such filing and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its consolidated Subsidiaries, as of at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flows of the Transfer Group Companies for the respective periods then ended, ended (subject, in the case of the interim financial unaudited statements, to normalnormal year-end audit adjustments and to any other adjustments described therein, recurring audit adjustments. Other than including the Companynotes thereto) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) (except, since January 1in the case of the unaudited statements, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the Exchange Actnotes thereto).

Reports and Financial Statements. (a) The filings Company has filed in a timely manner all forms, reports and documents required to be made filed by it with the SEC since December 31, 1994, and has heretofore delivered to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995, and 1996, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 1997, (iii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since January 1December 31, 2000 under the Securities Act and the Exchange Act 1994 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, together with any amendments or supplements thereto, being referred to herein, collectively, as the "SEC Company Reports"). The Company Reports (i) have been filed with SEC and such filings complied were prepared in all material respects in accordance with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act in effect Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports complies as to form in all material respects with applicable accounting requirements and unaudited interim consolidated financial statements the published rules and regulations of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been with respect thereto and was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated therein and except with respect to in the notes thereto or, in the case of the unaudited statements to the extent interim financial statements, as permitted by Form 10-Q of under the Exchange Act) and each fairly present in all material respects presented the consolidated financial position, results of operations and changes in financial position of the Transfer Group Companies Company and the consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods indicated therein. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries at December 31, 1996, including the notes thereto, included in the Company's Annual Report on Form 10- K for the fiscal year then ended, subjector on the unaudited consolidated balance sheet of the Company and the consolidated Subsidiaries at September 30, 1997, including the notes thereto, included in the case Company's Quarterly Report on Form 10-Q for the period then ended, the Company and the consolidated Subsidiaries have no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a consolidated balance sheet, or in the interim financial statementsnotes thereto, to normalprepared in accordance with GAAP, recurring audit adjustments. Other than except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 1997 and which would not have a Material Adverse Effect on the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Other than as set forth herein, from December 31, 2000 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under the Securities Act including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and the Exchange Act Proxy Statements (collectively the "SEC ReportsBUYER'S REPORTS") have been ). Buyer has furnished or will furnish to Corporation copies of all Buyer's Reports filed with the SEC and such filings since December 31, 2000. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") have been with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Buyer and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. (a) The filings required Company made available to be made by Purchaser prior to the Company since January 1execution of this Agreement a copy of the Company’s Annual Report for the year ended December 31, 2000 under 2002, the Securities Act and the Exchange Act (the "SEC Reports") Company’s Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2002, the definitive proxy statement for the Company’s 2003 annual meeting of stockholders, if filed with the Commission as of the date hereof, and any Current Reports on Form 8-K filed since December 31, 2002 (as such documents have since the time of their filing been amended or supplemented) together with all reports, documents and information hereafter filed with the SEC, including all information incorporated therein by reference (collectively, the “SEC Reports”). The SEC Reports (a) complied and such filings complied will comply as to form in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (b) did not contain and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto), if any, included in the SEC Reports (complied and will comply as to form in all material respects with the "Financial Statements") have been SEC’s rules and regulations with respect thereto), were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present (subject, in all the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material respects and to the consolidated absence of footnotes) the financial position and stockholders’ equity of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations earnings and cash flows of the Transfer Group Companies for the respective periods then ended. (b) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), subject, all of whose members are “independent” as defined in the case Rules 4200(a)(14) and 4350(d)(2) of the National Association of Securities Dealers, Inc. and such committee has operated in accordance with applicable law and regulations, the requirements of the Nasdaq National Market (“Nasdaq”). The Company’s independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable federal securities laws, the Audit Committee’s charter, the Commission’s rules and regulations and the applicable rules of Nasdaq. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, unqualified opinion as to the Company’s audited financial statements or have raised any unresolved issues with respect to any of the Company’s interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) The filings required Company made available to be made the Purchasers prior to the execution of this Agreement a copy of the Company's Annual Report for the year ended December 31, 2002, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2002, if any, the definitive proxy statement for the Company's 2003 annual meeting of stockholders, if filed with the Commission as of the date hereof, and any Current Reports on Form 8-K filed since December 31, 2002 (as such documents have since the time of their filing been amended or supplemented) together with all reports, documents and information hereafter filed with the SEC, including all information incorporated therein by the Company since January 1reference, 2000 under the Securities Act and the Exchange Act (collectively, the "SEC Reports"). The SEC Reports (a) have been filed with SEC complied and such filings complied will comply as to form in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (b) did not contain and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto), if any, included in the SEC Reports (complied and will comply as to form in all material respects with the "Financial Statements") have been SEC's rules and regulations with respect thereto), were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present (subject, in all the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material respects and to the consolidated absence of footnotes) the financial position and shareholders' equity of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations earnings and cash flows of the Transfer Group Companies for the respective periods then ended. (b) The Company has a duly constituted audit committee of its Board of Directors (the "Audit Committee"), subject, all of whose members are "independent" as defined in the case Rule 4200(a)(14) of the National Association of Securities Dealers, Inc. and such committee has operated in accordance with applicable law and regulations, the requirements of the Nasdaq National Market ("Nasdaq"). The Company's independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable federal securities laws, the Audit Committee's charter, the Commission's rules and regulations and the applicable rules of Nasdaq. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, unqualified opinion as to the Company's audited financial statements or have raised any unresolved issues with respect to any of the Company's interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required (a) Hirsch has previously furnixxxx xr otherwise made available (by electronic filing or otherwise) to be made by Sheridan true and complete copies of Hirsch's: (i) Annual Reportx xx Xxxm 10-K filed with the Company SEC for each of the fiscal years ended January 31, 2003, 2004 and January 29, 2005; (ii) Quarterly Reports on Form 10-Q filed with the SEC for the fiscal quarters occurring since the Form 10-K for the year ended January 31, 2004; (iii) each definitive proxy statement filed with the SEC since January 31, 2003; and (iv) all Current Reports on Form 8-K filed with the SEC since February 1, 2000 under 2004. As of their respective dates, such reports and proxy statements filed with the Securities Act SEC by Hirsch (collectively with, xxx xxving effect to, all amendments, supplements and the Exchange Act (exhibits thereto, the "SEC Reports") have been filed with SEC and such filings (i) complied as to form in all material respects with all the applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Hirsch and its consolidated Xxxxxdiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, in the case of the unaudited interim financial statements, to normalnormal recurring adjustments), recurring audit adjustmentsin each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Other Since December 31, 2003, Hixxxx xxx xxxxxx xxxxx xxx xxxxxts, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The net realizable value of the net assets, as calculated in accordance with GAAP, is not less than $12 million on the Companydate hereof. (b) Sheridan has delivered to Hirsch copies of its consolxxxxxx audited balance sheets in draft form for the period of July 29, since 2003 (inception) to December 31, 2003 and for the twelve months ended December 31, 2004, together with the related statements of income, stockholders' equity and changes in cash flow for such period and the three (3) months ended March 31, 2005 (unaudited), and audited financial statements in draft form of Musicrama, Inc., Sheridan's predecessor, for the twelve months ended December 31, 2002 and for the period of January 1, 20002003 to July 29, no Transfer Group 2003 (such financial statements being hereinafter referred to as the "Financial Statements"). The Financial Statements, including the notes thereto, (i) were prepared in accordance with GAAP throughout the periods covered thereby, and (ii) present fairly in all material respects the financial position, results of operations and changes in cash flow of Sheridan and its consolidated Subsidiaries, and its predecessor, as the case may be, as of such dates and for the periods then ended. All firms providing audit opinions to Sheridan for the above mentioned Financial Statements are registered with the Public Company has been required Accounting Oversight Board, and Sheridan shall use its best efforts to make any filings cause such firms to issue unqualified audit opinions as soon as reasonably practicable with SEC under respect to the Securities Act or the Exchange Actabove-mentioned draft Financial Statements.

Reports and Financial Statements. The filings Company has made available to the Purchaser complete and accurate copies, as amended or supplemented, of its (a) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as filed with the Securities and Exchange Commission (the "Commission"), (b) Current Reports on Form 8-K dated February 9, 1999, February 18, 1999, March 29, 1999, April 2, 1999, May 10, 1999, June 4, 1999 and July 2, 1999 and (c) Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as amended, (such reports described in the immediately preceding clauses (a), (b) and (c) are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 under Section 13 of the Securities Act and the Exchange Act of 1934, as amended (the "SEC ReportsExchange Act") have been filed ), with SEC and such filings complied in all material respects with all applicable requirements the Commission since December 31, 1998. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the date of the latest filed Company Report, the Company has not been required to file a Current Report on Form 8-K under the Exchange Act. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are substantially consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Company has previously furnished or made available to the Purchaser complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1997, as filed with the Securities and Exchange Commission (the "SEC"), (ii) its Quarterly Reports on Form 10-Q for the quarter ended December 31, 1997, March 31, 1998 and June 30, 1998, as filed with the SEC, (iii) its Current Report on Form 8-K dated November 14, 1997, as amended by a Form 8-K/A dated December 23, 1997, as filed with the SEC and (iv) all other reports or statements filed by the Company with the SEC since September 30, 1997 (such reports and statements are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 under Section 13 of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since September 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) The filings required Buyer has previously furnished to be made the Company complete and accurate copies, as amended or supplemented, of its (a) Prospectus dated May 6, 1996, as filed with the SEC (the "Buyer Prospectus"), and (b) all reports filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act with the SEC since May 6, 1996 (such reports are collectively referred to herein as the "SEC Buyer Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subjectand (iv) are consistent with the books and records of the Buyer. (b) As to each contract that is material to the Buyer's business and which has been filed by the Buyer as an exhibit to any of the Buyer Reports, neither the Buyer nor, to the knowledge of the Buyer, the other party thereto is in breach or default thereunder, other than breaches or defaults which do not, either individually or in the case of aggregate, have a Buyer Material Adverse Effect. (c) The Buyer has filed in a timely manner all documents that the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been Buyer was required to make any filings with SEC file under the Securities Act or the Exchange Act.

Reports and Financial Statements. Buyer will deliver to -------------------------------- Shareholder prior to June 28, 1998 accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30,1997, December 31, 1997, and Xxxxx 00, 0000 (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under --- Section 13 of the Exchange Act with the SEC since March 31, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The filings Buyer Reports ------------- include all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since June 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Company has previously furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, as filed with the Commission, (iii) proxy statements related to be made all meetings of its stockholders (whether annual or special) since December 31, 1995 and (iv) all other reports or registration statements filed by the Company with the Commission since January 1December 31, 2000 under 1995, except for preliminary material (in the Securities Act case of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, which are all the Exchange Act documents that the Company was required to file with the Commission since that date (the documents in clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports") have been filed with ). As of their respective dates, the Company SEC and such filings Reports complied as to form in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Company SEC Reports. As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports: (the "Financial Statements"i) have been prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than normal year-end adjustments and any other adjustments described therein and the Company, since January 1, 2000, no Transfer Group Company has fact that certain information and notes have been required to make any filings condensed or omitted in accordance with SEC under the Securities Act or the Exchange Act.Act and the rules promulgated thereunder; (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries, as at the dates thereof and the results of their operations and cash flows for the periods then ended; and (iii) are in all material respects in accordance with the books of account and records of the Company and its subsidiaries. As of September 30, 1997, there was no basis for any claim or liability of any nature against the Company or any of its subsidiaries, whether absolute, accrued, contingent or otherwise, which,

Reports and Financial Statements. The filings required to be made Each of (a) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, (b) the Company's Annual Report on Form 10-K for the year ended December 31, 2002, (c) the definitive proxy statement for the Company's 2003 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the Commission by the Company since January 1, 2000 under 2003 (as such documents have since the Securities Act and the Exchange Act (time of their filing been amended or supplemented, the "SEC Reports") have been (i) was timely filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at of 1934, as amended (the time of such filings. The SEC Reports"Exchange Act"), including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the SEC Reports (complied in all material respects with the "Financial Statements") have been published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to year-end audit adjustments and the absence of notes thereto) the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required Company has previously furnished Parent with true and complete copies of (i) its Annual Report on Form 10-K for the year ended December 29, 1996, as filed with the Commission, (ii) its Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, as filed with the Commission, (iii) its proxy statements related to be made all meetings of its stockholders (whether annual or special) since December 31, 1995, and (iv) all other reports or registration statements filed by the Company with the Commission since January 1December 31, 2000 under 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the Securities Act and documents (other than preliminary material) that the Exchange Act Company was required to file with the Commission since that date (the documents listed in clauses (i) through (iv) being referred to herein collectively as the "COMPANY SEC ReportsREPORTS") have been filed with ). As of their respective dates, the Company SEC and such filings Reports complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Company SEC Reports. As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (comply as to form in all material respects with applicable accounting requirements and with the "Financial Statements") published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. (a) The filings required Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2001, as amended, December 31, 2002, as amended, and December 31, 2003, as filed with the SEC, (ii) Quarterly Reports on Form 10-QSB for the quarter ended April 4, 2004, as filed with the SEC, (iii) proxy statements related to be made by the Company all meetings of its stockholders (whether annual or special) held since January 1, 2000 2002, and (iv) all other reports filed with or registration statements declared effective by the SEC since January 1, 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Securities Act and the Exchange Act (during the "12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports") have been Reports were duly filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filings. The Company SEC Reports, including any financial statements or schedules included thereinincluding, at but not limited to, the time filed Xxxxxxxx-Xxxxx Act. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (i) complied as to form in all material respects with applicable accounting requirements of the "Financial Statements"Securities Act and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except (A) as may be indicated therein and except with respect to or in the notes thereto, or (B) in the case of unaudited statements interim financial statements, to the extent permitted by Form 10-Q of the Exchange Actthey may not include footnotes or may be condensed or summary statements), (iii) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company and its Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than adjustments and any other adjustments described therein and the Company, since January 1, 2000, no Transfer Group Company has fact that certain information and notes have been required to make any filings condensed or omitted in accordance with SEC under the Securities Act or the Exchange ActAct and the rules promulgated thereunder, and (iv) are in all material respects in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The filings required Company has made available to be made Parent true and complete copies of: (a) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the years ended December 31, 1996 and 1997; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1998 and June 30, 1998; (c) each definitive proxy statement filed by the Company with the since January 1SEC since December 31, 2000 under 1996; (d) each final prospectus filed by the Securities Act Company with the SEC since December 31, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1997. As of their respective dates, such reports, proxy statements, and prospectuses filed on or prior to the Exchange Act date hereof (collectively, the "Company SEC Reports") have been filed with SEC and such filings (i) complied as to form in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included in the Company SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated their results of operations and cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the case United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of the interim financial statements, to normal, recurring audit adjustmentsfootnote disclosures required by GAAP). Other than the Company, since Since January 1, 20001997, no Transfer Group the Company has been timely filed all material reports, registration statements and other filings required to make any filings be filed by it with the SEC under the Securities Act or rules and regulations of the Exchange ActSEC.

Reports and Financial Statements. The filings required to be made by (a) Set forth in Section 5.4(a) of the Company since January 1Disclosure Schedules are (i) the unaudited pro forma balance sheet of the Business (on a consolidated basis) as of December 31, 2000 under the Securities Act 2019 and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue related pro forma unaudited statement of a material fact or omit to state a material fact required to be stated therein or necessary to make income, for the statements thereinperiod then ended, in light of derived from the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in Seller (on a consolidated basis) for the SEC Reports fiscal year ended December 31, 2019 (the "“Seller’s Audited Financial Statements"”), prepared in accordance with the Accounting Principles (and pursuant to the business segment information set forth thereunder in respect of the Business) (the “Seller’s Pro Forma Financial Statements”), (ii) the audited financial statements of each of the Acquired Subsidiaries as of December 31, 2019 (to the extent required for Seller’s audited consolidated financial statements), together with notes and schedules thereto (together with the Seller’s Audited Financial Statements, the “Audited Financial Statements”), (iii) the unaudited pro forma balance sheet and statement of income of the Business (on a consolidated basis) as of September 30, 2020, derived from the financial statements of the Seller for the period then ended, prepared in accordance with the Accounting Principles, and (iv) the financial statements of each of the Acquired Subsidiaries for the period ended September 30, 2020 (the financial statements described in clauses (iii) and (iv) being the “Interim Financials” and together with the Seller’s Pro Forma Financial Statements, the “Financial Statements”). (b) The Financial Statements were derived from the books and records of the Seller and the Acquired Subsidiaries and (i) present fairly, in all material respects, the financial position and results of operations of the Business and each Acquired Subsidiary, as applicable, at the dates and for the periods indicated, and (iii) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedAccounting Principles, subject, in the case of the interim financial statementsInterim Financials, to normalnormal year-end adjustments; provided, recurring audit adjustmentsthat the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not necessarily represent the financial, operating or other results of the Business had the Business been operated as a standalone entity. Other than The Financial Statements do not reflect any material assets or material Liabilities not related to the CompanyBusiness. (c) All Accounts Receivable which are included in the Financial Statements have arisen from bona fide transactions in the ordinary course of the business of the Business consistent with past practice. From December 31, since 2019, the Seller and the Acquired Subsidiaries, as applicable, have continued their method of collection of Accounts Receivable in accordance with past practice and have not accelerated or otherwise changed in any material respect their collection of Accounts Receivables in a manner which deviates from past practice in the ordinary course of business. (d) Since January 1, 20002018, neither the Seller nor any of the Acquired Subsidiaries has, and to the Seller’s Knowledge, no Transfer Group Company director, officer, auditor or accountant of the Seller or any of the Acquired Subsidiaries has been required to make received or otherwise had or obtained knowledge of any filings with SEC under material written complaint, allegation, assertion or claim from a Governmental Authority that the Securities Act Seller or any of the Exchange ActAcquired Subsidiaries has engaged in questionable accounting or auditing practices.

Reports and Financial Statements. (a) The filings required Company has provided to be made by the Buyer (i) the audited consolidated balance sheets and statements of income, changes in stockholders' equity and cash flows for each of the last five fiscal years for the Company since January 1, 2000 under the Securities Act and the Exchange Act Subsidiaries (or such shorter periods as such Subsidiaries have been in existence); and (ii) the unaudited consolidated balance sheet and statements of income, changes in stockholders' equity and cash flows as of and for the quarter ended as of September 30, 1995 (the "SEC ReportsMost Recent Fiscal Quarter End") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings). The SEC Reports, including any Such financial statements or schedules included therein(collectively, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein and except with respect to unaudited statements to "GAAP") applied on a consistent basis throughout the extent permitted by Form 10-Q of the Exchange Act) and periods covered thereby, fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and the Subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in referred to therein and are consistent with the case books and records of the interim financial statementsCompany and the Subsidiaries, provided, however, that the Financial Statements referred to normal, in clause (ii) above are subject to normal recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group year-end adjustments (which will not be material) and do not include footnotes. (b) The Company has provided to the Buyer (i) the audited balance sheets and statements of income, changes in stockholders' equity and cash flows for each of the last four fiscal years for R/T (or such shorter periods as R/T has been required in existence); and (ii) the unaudited consolidated balance sheet and statements of income, changes in stockholders' equity and cash flows for R/T as of and for the quarter ended as of September 30, 1995 (the "Most Recent Fiscal Quarter End"). Such R/T financial statements (collectively, the "R/T Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, fairly present the financial conditions, results of operations and cash flows of R/T as of the respective dates thereof and for the periods referred to make any filings therein and are consistent with SEC under the Securities Act or books and records of R/T , provided, however, that the Exchange ActR/T Financial Statements referred to in clause (ii) above are subject to normal recurring year-end adjustments (which will not be material) and do not include footnotes.

Reports and Financial Statements. The filings Company has filed all Reports -------------------------------- on Form 10-K, Form 10-Q and Form 8-K and proxy statements required under the Exchange Act to be made by filed with the Company SEC since January 1, 2000 under the Securities Act and the Exchange Act 1996 (collectively, the "Company SEC ReportsFilings") have been filed with ). As of their respective dates, each of the Company SEC and such filings Filings complied in all material respects with all the applicable requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder, and none of the time Company SEC Filings contained as of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain date any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated When filed with the SEC, the financial statements and unaudited interim consolidated financial statements of (including the Transfer Group Companies that are related notes) included in the Company SEC Reports (Filings complied as to form in all material respects with the "Financial Statements") have been applicable requirements of the Exchange Act and the applicable rules and regulations thereunder and were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the schedules thereto), and except with respect to unaudited such financial statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments. Other than Except (i) as and to the extent disclosed or reserved against on the balance sheet of the Company as of September 30, 1998 included in the Company SEC Filings, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice, none of the Company, since January 1any of the Company's subsidiaries or, 2000to the knowledge of the Company, no Transfer Group any Company Equity Affiliate has been required to make incurred any filings with SEC under liability or obligation of any kind that, individually or in the Securities Act aggregate, has or would have a Material Adverse Effect on the Exchange ActCompany.

Reports and Financial Statements. The filings Company has previously furnished to the Purchaser complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal years ended March 31, 1994, 1995 and 1996, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Company under Section 13 and Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since March 31, 1996 (such reports are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since March 31, 1996. Each Company Report, as of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reportsits respective date, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.