Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company (a) AIP has made available or will make available to RELP prior to July 31, 1997, the Investors true registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and complete copies all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC Documents(collectively, the "AIP Reports"). The Company has not provided AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Investors any information thatSecurities Laws. 13 (b) To AIP's actual knowledge, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As as of their respective dates, the SEC Documents AIP Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws, and rules and regulations of the SEC promulgated thereunder and the SEC Documents (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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements To AIP's actual acknowledge, each of the Company consolidated balance sheets of AIP included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements AIP Reports (including the related notes and schedules) fairly presents the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of AIP and the Company AIP Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of AIP and cash flows the AIP Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). Neither , in each case in accordance with generally accepted accounting principles consistently applied during the Company periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of its subsidiaries the AIP Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of AIP or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred except liabilities arising in the ordinary course of business consistent with the Company's past practices since the last such date of such financial statementswhich would not have an AIP Material Adverse Effect.

SEC Documents. The Company has made available to the Investors true and complete copies (a) Each Parent SEC Report as of the SEC Documents. The Company has not provided to the Investors any information thatits respective date complied (and, according to applicable law, rule or regulation, should have been disclosed publicly prior to when filed after the date hereof by the Companyhereof, but which has not been so disclosed. As of their respective dates, the SEC Documents complied will comply) in all material respects with the requirements Securities Exchange Act of the Exchange Act1934, as amended, and the Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Report. Except to the extent that information contained in any of the Parent SEC Reports filed and publicly available prior to the date of this Agreement has been revised or superseded by a Parent SEC Documents did not contain Report filed or furnished prior to the date hereof, none of the Parent SEC Reports contains (or, when filed after the date hereof, will contain) any untrue statement of a material fact or omit omits (or, when filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company Parent REIT and Parent OP included in the Parent SEC Documents Reports complied (and, when filed after the date hereof, will comply) in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared (and, when filed after the date hereof, will be prepared) in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) presented and fairly present in all material respects presented (and, when filed after the date hereof, will fairly present) the financial position of the Company Parent REIT and Parent OP as of the dates thereof and the results of its operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim financial statements, to normal the absence of footnotes and to year-end audit adjustmentsadjustments which are immaterial in amount). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the SEC Documents, financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investors true Securities Act or the Exchange Act and complete copies the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, none of the SEC promulgated thereunder and Documents, at the SEC Documents did not contain time they were filed or furnished, 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 therein, in the light of the circumstances under which they were made, not misleading. The financial statements information contained in the SEC Documents, considered as a whole and as amended as of the Company included date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents complied or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in all material respects compliance with the applicable accounting requirements listing and the published corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or other applicable rules and regulations with respect thereto at the time of NASDAQ is contemplating suspending or terminating such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved listing (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) applicable registration under the Exchange Act related thereto). The Company is in compliance with the case Xxxxxxxx-Xxxxx Act of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present 2002 in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrespects.

SEC Documents. The Company has made available to the Investors Purchaser true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors --------------- Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company (a) Parent has made available to Contributor (including via the Investors XXXXX system) a true and complete copies copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by Parent with the SEC since its initial registration of the Parent Class A Common Stock (the “Parent SEC Documents”). The Company Each of the Parent SEC Documents has not provided to the Investors any information thatbeen timely filed and, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As as of their respective dates, each of the Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Exchange Securities Act, or the Exchange Act or any other applicable Law, as the case may be, in each case, to the extent applicable to such Parent SEC Documents, and rules and regulations none of the SEC promulgated thereunder and the Parent SEC Documents did not contain contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, 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 therein, in light of the circumstances under which they were made, not misleading. Parent has timely filed each report, statement, schedule, prospectus, and registration statement that Parent was required to file with the SEC since its inception. Parent has made available (including via the XXXXX system) to Contributor all material correspondence between the SEC on the one hand, and Parent or any of its Subsidiaries, on the other hand, since the initial registration of the Parent Common Stock. There are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. To Parent’s Knowledge, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (b) The financial statements of the Company Parent included in the Parent SEC Documents complied complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been SEC, were prepared in all material respects in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects the financial position in accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent as of their respective dates and the results of operations and the cash flows of Parent for the periods presented therein. (c) Parent makes and keeps books, records and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Neither the Company nor any of its subsidiaries has any Such disclosure controls and procedures are reasonably designed to ensure that all material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been information required to be reflected in, reserved against or otherwise described disclosed by Parent in the financial statements or reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the notes thereto in accordance with GAAPrules and forms of the SEC, which was not fully reflected inand that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, reserved against or otherwise described in as amended, and the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrules and regulations promulgated thereunder.

SEC Documents. The Company has delivered or made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As Subject to items raised in the SEC staff comment letters, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Subject to items raised in the SEC staff comment letters, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business (which may include material transactions) consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Except as set forth in the financial statements of the Company nor any of its subsidiaries included in the SEC Documents, the Company has any material indebtedness, obligations or liabilities of any kind (whether accrued, absoluteno liabilities, contingent or otherwise, and whether due or to become dueother than (i) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not liabilities incurred in the ordinary course of business consistent with subsequent to January 31, 2022, and (ii) obligations under contracts and commitments incurred in the Company's past practices since the last date ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents. The Company Pantheon has made available filed all reports, schedules, forms, statements and other documents required to be filed by Pantheon with the Investors true SEC since December 14, 2006, pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the Exchange Act (the “Pantheon SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their its respective datesfiling date, the each Pantheon SEC Documents Document complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Pantheon SEC Document, and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Pantheon SEC Document has been revised or superseded by a later filed Pantheon SEC Document, none of the Pantheon SEC Documents contains any untrue statement of a material fact or omits to state any 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 consolidated financial statements of the Company Pantheon included in the Pantheon SEC Documents complied (the “Pantheon Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Pantheon as of the dates thereof and the consolidated results of their operations and cash flows as at the respective dates of and for the periods then ended referred to in such financial statements (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and the omission of notes to the extent permitted by Regulation S-X of the SEC). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of Except as disclosed in the SEC Documents. The Company has not provided , since January 1, 2016, the Company’s forms, registration statements, reports, schedules and statements required to be filed by it under the Investors any information that, according to applicable law, rule Exchange Act or regulation, should have been disclosed publicly the Securities Act (all such documents filed prior to the date hereof by hereof, collectively the Company, but which has not “SEC Documents”) have been so disclosed. As of their respective dates, the SEC Documents complied in all material respects filed with the requirements Commission on a timely basis. The SEC Documents, at the time filed (or in the case of registration statements, solely on the Exchange Act, and rules and regulations dates of effectiveness) (except to the extent corrected by a subsequent SEC promulgated thereunder and the SEC Documents Document) (a) 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 mademade in the case of any such documents other than a registration statement, not misleading. The financial statements , (b) complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and the SEC Documents Securities Act, as the case may be, and (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such The financial statements have been of the Company and other financial information included in the SEC Documents were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statements, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) Commission), and fairly present (subject in the case of unaudited statements to normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated subsidiaries for the periods then ended (subject, in the case ended. The independent auditor of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any as of its subsidiaries the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has any material indebtedness, obligations not resigned or liabilities been dismissed as independent registered public accountants of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Company as a result of or in connection with any disagreement with the notes thereto Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in accordance with GAAP, which was not fully reflected in, reserved against eXtensible Business Reporting Language included or otherwise described in the financial statements or the notes thereto included incorporated by reference in the SEC Documents or was not incurred fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) except as disclosed in the ordinary course SEC Documents, the Company is not aware of business consistent with (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Parent has made available to the Investors true and complete copies of Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC Documents. The Company has not provided to since September 30, 1996, each in the Investors form (including exhibits and any information thatamendments thereto) filed with the SEC (collectively, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"Parent Reports"). As of their respective dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (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 made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Parent Reports (including the related notes and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ischedules) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present presents in all material respects the consolidated financial position of the Company Parent and its Subsidiaries as of its date and each of the dates thereof consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Neither Except as and to the Company extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 1997, including all notes thereto, as of such date, neither Parent nor any of its subsidiaries has Subsidiaries had any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of Parent or in the notes thereto prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, other than liabilities or obligations which was would not fully reflected inhave, reserved against individually or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate, a Parent Material Adverse Effect.

SEC Documents. The (a) Except as set forth in the Company Disclosure Letter, since September 1, 1996, the Company has made available to the Investors true and complete copies of filed all documents with the SEC Documents. The Company has not provided required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof be filed by the Company, but which has not been so disclosedCompany under the Securities Act or the Exchange Act (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Company SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Investor, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. The Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC, in the form, including any exhibits or amendments thereto, filed with the SEC (collectively, the "Company Reports"). The Company has delivered to Investor the preliminary proxy materials relating to the Merger, as filed with the SEC prior to the date hereof, and the comment letters of the SEC received by the Company with respect thereto. The financial statements of the Company included in the Company SEC Documents complied and the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company as of at the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and to any other adjustments set forth therein). Neither . (b) Except as set forth in the Company Disclosure Letter, the Company SEC Documents, the Company Reports or the Company Disclosure Letter, neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise), except for liabilities and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not obligations incurred in the ordinary course of business consistent with past practice since September 30, 1997 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company's past practices since . Except as set forth in the last date Company Disclosure Letter, neither the Company nor any of such financial statementsits Subsidiaries has any obligation in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions. (c) The Company has heretofore made available or promptly shall make to Investor a complete and correct copy of any amendments or modifications, which have not yet filed with the SEC, to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Exchange Act.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder thereunder, and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was were not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was were not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. No other information provided by or on behalf of the Company to the Investors that is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading.

SEC Documents. The Company has made available to the Investors Lenders true and complete copies of the SEC Documents. The Except for the information contained in the draft Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Company has not provided to the Investors Lenders any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company GG has made available to the Investors furnished GOLF with a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by GG with the Securities and Exchange Commission (“SEC”) since January 1, 2000 and all correspondence from the SEC and any blue sky administrator with respect thereto (as such documents have since the time of their filing been amended, the “GG SEC Documents”) and since that date GG has timely filed with the SEC all documents required to be filed pursuant to Section 15(d) of the Exchange Act, including but not limited to, a statement of beneficial ownership on the appropriate form, by each Person known by GG to beneficially own more than five percent (5%) of the issued and outstanding Common Stock of GG and an Information Statement under Rule 14f-1 of the SEC Documents. The Company has not provided to describing the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to change of the date hereof by the Company, but which has not been so disclosedBoard of Directors of GG contemplated hereby. As of their respective dates, the GG SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GG SEC Documents, and none of the GG SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company GG included in the GG SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, are accurate, complete and in accordance with the time books and records of such inclusion. Such financial statements GG and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim the reviewed statements, to as permitted by Form 10-QSB of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present (subject, in all material respects the case of the reviewed statements, to normal, recurring audit adjustments) the consolidated financial position of the Company GG as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectended. Neither GG nor the Responsible Party is at this time, nor have they been at any time in the case 5-year period immediately preceding the date of unaudited interim statementsthis Agreement, subject to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessinquiry, obligations or liabilities of any kind investigation (whether accrued, absolute, contingent formal or otherwise) by the SEC, and whether due National Association of Securities Dealers or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsany applicable state agency.

SEC Documents. The Company has made available has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Section 13 or 15(d) of the SEC Documents. The Company has not provided to Exchange Act, as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessadjustments which will not be material, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements either individually or in the notes thereto in accordance with GAAP, aggregate). No other information provided by or on behalf of the Company to the Investor which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents contains any untrue statement of a material fact or was omits to state any material fact necessary in order to make the statements therein not incurred misleading, in the ordinary course light of business consistent the circumstance under which they are or were made. There is no event, pending event or threatened event that could result in the Company not filing with the Company's past practices since SEC all reports and other materials required to be filed by Section 13 or 15(d) of the last date Exchange Act, as applicable, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such financial statementsfilings.

SEC Documents. The Company has timely filed all SEC Documents and has delivered or made available to the Investors Investor true and complete copies of the SEC DocumentsDocuments (including, without limitation, audited financial statements, proxy information and solicitation materials). The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied as to form and substance in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may include summary notes and may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Investors true Seller, including all exhibits thereto or incorporated therein by reference, and complete copies of all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Company Seller has not provided filed all reports or other documents required to be filed under the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof Exchange Act. All SEC Documents filed by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder Act and the SEC Documents Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's XXXXX filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's XXXXX filing system. All of the Company included in information about the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Seller or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have its Subsidiaries which has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, disclosed to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Purchasers herein or in the notes thereto in accordance course of discussions and negotiations with GAAP, respect hereto which was not fully reflected in, reserved against or otherwise described is material to the Seller has been disclosed in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsRecent Reports.

SEC Documents. The Company Gold Banc has made available to the Investors Company a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents. The Company has not provided ") which are all the documents (other than preliminary material) that Gold Banc was required to file with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC since such date. As of their respective dates, each of the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statements or omissions therein which were corrected or otherwise disclosed or updated in a subsequent Gold Banc SEC Document). The financial statements of the Company Gold Banc included in the Gold Banc SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments). Neither , none of which were material) the Company nor any consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has any no material indebtednessliability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, obligations accrued or liabilities of any kind (whether accruedcontingent, absolutedue or not yet due, contingent liquidated or unliquidated, or otherwise, except and whether due to the extent disclosed or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Gold Banc SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied complied, and all similar documents filed with the SEC prior to each Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to each Closing Date contain, any untrue statement of a material fact or omitted 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 financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to each Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Since January 1, 2016, the Company has made available to timely filed all SEC Documents with the Investors true Commission under the Securities Exchange Act of 1934, as amended (together with the rules and complete copies of regulations thereunder, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, 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 therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither the The Company nor is not currently contemplating to amend or restate any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements (including without limitation, any notes or in any letter of the notes thereto in accordance independent accountants of the Company with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or was circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not incurred in been informed by its independent accountants that they recommend that the ordinary course Company amend or restate any of business consistent with the Company's past practices since Financial Statements or that there is any need for the last date Company to amend or restate any of such financial statementsthe Financial Statements.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) as set forth in the case of unaudited interim statements, Section 4.5 to the extent they exclude footnotes or may be condensed or summary statementsSchedule of Exceptions) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments)ended. Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last late date of such the financial statements.

SEC Documents. The Except as set forth in Schedule 2.1(j), the Company has made available filed all reports required to be filed by it under the Investors true and complete copies Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the "Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or by which the property or assets of the Company is subject have been filed as exhibits to the SEC Documents as required; the Company is not in breach of any such agreement where such breach may have or result in a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect at the time of filing applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company's Registration Statement on Form SB-2 (SEC Documents File No. 333- 45875) (the "Registration Statement"), there has been no event, occurrence or was development that has had a Material Adverse Effect which has not incurred been specifically disclosed in writing to the Purchaser by the Company. The Company last filed audited financial statements with the Commission in the ordinary course of business consistent with Registration Statement, and has not received any comments from the Company's past practices since the last date of such financial statementsCommission in respect thereof.

SEC Documents. The Company has made available filed all reports or other filings required to be filed by it under Securities Act and the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to three years preceding the date hereof by (the Companyforegoing materials being collectively referred to herein as the “SEC Documents”), but which has not been so disclosedon a timely basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules Securities and regulations Exchange Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company’s last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations operations, retained earnings and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999, as amended to the date hereof, (a) there has been no event, occurrence or was not incurred development that has had or that could have or result in a Material Adverse Effect, (b) there has been no material change in the Company's accounting principles, practices or methods and (c) the Company has conducted its business only in the ordinary course of business consistent such business. The Company last filed audited financial statements with the Company's past practices since Commission on April 15, 1999, and has not received any comments from the last date of such financial statementsCommission in respect thereof.

SEC Documents. The Company (a) OSI has made available filed all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission ("SEC") since May 8, 1995 (collectively, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"OSI Reports"). As of their respective dates, the OSI Reports and any such reports, forms and other documents filed by OSI with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not not, or 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included representation in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or clause (ii) of the preceding sentence shall not apply to any misstatement or omission in the case of unaudited interim statements, any OSI Report filed prior to the extent they exclude footnotes date of this Agreement which was superseded by a subsequent OSI Report filed prior to the date of this Agreement. No OSI Subsidiary is required to file any report, form or may be condensed other document with the SEC. (b) Each of the consolidated balance sheets of OSI included in or summary statementsincorporated by reference into OSI Reports (including the related notes and schedules) and fairly present in all material respects presents the consolidated financial position of the Company OSI and OSI Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, retained earnings and cash flows of OSI included in or incorporated by reference into OSI Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of OSI and cash flows the OSI Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Neither the Company OSI nor any of its subsidiaries the OSI Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of OSI or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, which was not fully except for (i) liabilities or obligations that were so reserved on, or reflected in, reserved against or otherwise described in the financial statements or (including the notes thereto included in to), the SEC Documents consolidated balance sheet of OSI as of December 31, 1996; (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with since December 31, 1996 and (iii) liabilities or obligations which would not, individually or in the Company's past practices since the last date of such financial statementsaggregate, have an OSI Material Adverse Effect.

SEC Documents. The Company Undisclosed Liabilities. Nu Skin has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since January 1, 1997 (the "Nu Skin SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the Nu Skin SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Nu Skin SEC Documents, and none of the Nu Skin SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Nu Skin SEC Document has been revised or superseded by a later Nu Skin SEC Document, none of the Nu Skin SEC Documents contains any untrue statement of a material fact or omits to state any 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 financial statements of the Company Nu Skin included in the Nu Skin SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved U.S. GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) except, in the case of unaudited interim statements, to as permitted by Form 10-Q under the extent they exclude footnotes or may be condensed or summary statementsExchange Act) and fairly present in all material respects the consolidated financial position of the Company Nu Skin and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Except as set forth in the Company Nu Skin SEC Documents, neither Nu Skin nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been Liabilities required by U.S. GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a consolidated balance sheet of Nu Skin and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscould reasonably be expected to have a material adverse effect on Nu Skin and its subsidiaries taken as a whole.

SEC Documents. Since December 31, 1995, the Company has timely ------------- filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after December 31, 1995, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has made available ------------- delivered to the Investors Purchaser true and complete copies of the SEC Documents. The Company has not provided to , except the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to exhibits and schedules thereto and the date hereof by the Company, but which has not been so discloseddocuments incorporated therein. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (iib) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal immaterial year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to the Investors true Parent complete and complete correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2012 (such documents available on the SEC’s website or made available to Parent together with all information incorporated therein by reference, the “SEC Documents”). The Since January 1, 2012, the Company has not provided filed with or furnished to the Investors any information thatSEC each report, according schedule, form, statement or other document or filing required by Law to applicable law, rule be filed or regulation, should have been disclosed publicly furnished by the Company at or prior to the date hereof by time so required. No Subsidiary of the CompanyCompany is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2012 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10‑Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim quarterly financial statements, to normal and recurring year-end audit adjustments). Neither Except as reflected, disclosed, accrued or reserved against in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company nor any of and its subsidiaries has any Subsidiaries have no material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise), and whether due other than such liabilities or obligations (A) with respect to become dueor arising from the transactions contemplated by this Agreement, (B) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date hereof, (C) incurred on or after the date of the Baseline Financials that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) reflected, disclosed, accrued or reserved against in the unaudited financial statements (including the notes thereto) included in the Company's past practices since ’s Form 10-Q for the last quarterly period ended June 30, 2015. (ii) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics, including any minor violations not material to the Company’s business. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were and are accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statementsstatements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the circumstances under which they were madeCompany are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach could reasonably be expected to, not misleadingindividually or in the aggregate, have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's last filed Quarterly Report on Form 10-Q for the period ended September 30, 1998, there has been no event, occurrence or was development that has had a or could reasonably be expected to have a Material Adverse Effect which has not incurred in been specifically disclosed to the ordinary course of business consistent with Purchasers by the Company's past practices since the last date of such financial statements.

SEC Documents. The Company GM has made available to filed all required reports, schedules, forms, statements and other documents with the Investors true Securities and complete copies of Exchange Commission (the "SEC") since February 16, 1995 (the "SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any 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 financial statements of the Company GM included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements as permitted by Form 10Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company GM as of the dates thereof and the results of operations its operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-year end audit adjustments). Neither Except as set forth in the Company nor any of its subsidiaries filed SEC Documents, GM has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a balance sheet of GM or in the notes thereto in accordance with GAAPand which could reasonably be expected to have a material adverse effect on GM, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not except such liabilities incurred in the ordinary course of GM's business consistent with the Company's past practices since the last date of such financial statementsSeptember 30, 1997, which liabilities do not or would not have a material adverse effect on GM.

SEC Documents. The Company has delivered or made available to ------------- the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to the Investors Parent true and complete copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since July 26, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of the SEC Documents. The Company has not provided is required to file any form, report or other document with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain at the time they were filed 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 therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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 financial statements (including the related notes) of the Company included in the SEC Documents complied complied, when filed, or will comply, when filed, in each case as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been or will be prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly presented or will present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Neither Except as set forth in the Filed SEC Documents, the Company nor any of and its subsidiaries has any material indebtedness, have no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements individually or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with aggregate could reasonably be expected to have a material adverse effect on the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Parent has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided to Securities Exchange Act of 1934, as amended (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). Parent has not received any communication from the SEC, FINRA or any other regulatory authority regarding any SEC Document or any disclosure contained therein. As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Xxxxx has made available furnished or filed all reports, schedules, registration statements and other documents required to the Investors true and complete copies of be furnished or filed with the SEC since August 3, 2011 (the “Xxxxx SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective datesdates of being furnished or filed with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Xxxxx SEC Documents complied complied, and each Xxxxx SEC Document filed after the date hereof and prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Xxxxx SEC Documents, and none of the Xxxxx SEC Documents did not contain when so furnished or filed contained (or to the extent filed after the date hereof and prior to the Closing Date, will contain) any untrue statement of a material fact or omit omitted (or will 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. Each Xxxxx SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements of the Company Xxxxx included in the Xxxxx SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and all the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at (except, in the time case of such inclusion. Such financial statements unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsdisclosed therein) and fairly present in all material respects the consolidated financial position of Xxxxx and its consolidated Subsidiaries and the Company consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectshown. As of the date hereof, in there are no outstanding written comments from the case of unaudited interim statements, SEC with respect to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Xxxxx SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. Undisclosed Liabilities; Press Releases. (i) The Company has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC Documents. The Company has not provided to since March 31, 1994 (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"COMPANY SEC DOCUMENTS"). As of their respective datesdates (as amended), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC in the case of unaudited statements) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither . (ii) None of the press releases issued by the Company nor since March 31, 1994 contained at the time of issuance any untrue statement of its subsidiaries has any a material indebtednessfact or omitted to state a material fact necessary in order to make the statements therein, obligations or liabilities in light of any kind the circumstances under which they were made, not misleading. (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.e)

SEC Documents. The Since January 1, 2012, the Company has made available filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to the Investors true file under Section 13, 14(a), and complete copies 15(d) of the Exchange Act (the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the Company included SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any 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. Except as disclosed in the SEC Documents complied in all material respects with applicable accounting requirements Documents, no event has occurred and the published rules and regulations of the SEC no circumstance exists that has or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements could reasonably be expected to have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments)Material Adverse Effect. Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind nature (whether known or unknown, and whether absolute, accrued, absolute, contingent or otherwise), and whether due except (i) as disclosed or to become due) that would have been required to be reflected in, reserved against or otherwise described in the SEC Documents (including in the financial statements or included therein), (ii) as disclosed in the notes thereto in accordance with GAAPSchedule 2.6, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not and (iii) for current liabilities incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDecember 31, 2012.

SEC Documents. Except as disclosed in Schedule 3.6, since December 31, 1995, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed after December 31, 1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company has made available delivered to the Investors each Purchaser true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable lawexcept for exhibits, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedschedules and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements of the Company included in the SEC Documents complied have been prepared in all material respects accordance with applicable U.S. generally accepted accounting requirements principles, consistently applied, and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude do not include footnotes or may be are condensed or summary statements) and fairly present in all material respects accurately and completely the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or Except as set forth in a manner clearly evident to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the SEC Documents Documents, the Company has no liabilities, contingent or was not otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the Company's past practices since the last date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its subsidiaries. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. The Since January 1, 2001, the Company has made available filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the Investors true and complete copies reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has not provided to As of the Investors any information thatdate of filing of such SEC Documents, according to applicable laweach such SEC Document, rule or regulation, should as it may have been disclosed publicly subsequently amended by filings made by the Company with the SEC prior to the date hereof by the Companyhereof, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to such SEC Document. None of the SEC Documents did not contain Documents, as of the date filed and as they may have been subsequently amended by filings made by the Company with the Commission prior to the date hereof, 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 therein, in the light of the circumstances under which they were made, not misleading. The financial statements No other written information provided by or on behalf of the Company included to the Purchasers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed. The Company and its subsidiaries are engaged only in the business described in the SEC Documents complied Documents, which contain a complete and accurate description in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position business of the Company and its subsidiaries, taken as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsa whole.

SEC Documents. The Company has made available to the Investors each Lender a true and complete copies copy of each report, schedule, form, statement and other document filed by the Company with the SEC (as such documents have since the time of their filing been amended, the "SEC Documents. The ") which are all the documents that the Company has not provided was required to file with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to SEC through the date hereof by the Company, but which has not been so disclosedhereof. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the SEC Documents 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. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents currently contains any untrue statement of a material fact or omits to state any 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 financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto. Except as set forth in the time of notes thereto, all such inclusion. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectexcept, in the case of the unaudited interim statements, to for the omission of normal year-year end audit adjustments). Neither adjustments and footnote disclosures) consistently applied throughout the periods involved, are true and correct in all material respects, and fairly present the consolidated financial condition, results of operations, changes in stockholders' equity and cash flow of the Company nor any and its consolidated Subsidiaries as of its subsidiaries has any material indebtednessthe respective dates thereof and for the respective periods covered thereby. Except for those Subsidiaries listed in Section 3.8 of the Disclosure Schedule, obligations or liabilities the financial condition and results of any kind (whether accrued, absolute, contingent or otherwiseoperations of each Subsidiary are, and whether due or for all periods referred to become due) that would in this Section 3.8 have been required to be reflected inbeen, reserved against or otherwise described in the financial statements or in the notes thereto in accordance consolidated with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course those of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since July 31, 1992 (the "SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Documents, and, at the time of filing, none of the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the results their consolidated statements of operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a Material Adverse Effect). Neither Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at July 30, 1995, including the notes thereto, neither the Company nor any of its subsidiaries Subsidiary has any material indebtedness, obligations liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that which would have been be required to be reflected inon a balance sheet, reserved against or otherwise described in the financial statements or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since July 30, 1995 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of all of the Company's past practices since SEC Documents and all amendments and modifications thereto, as well as, to the last date of such financial statementsextent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. The Company (a) CRA has made available filed all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission ("SEC") since May 3, 1995 (collectively, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"CRA Reports"). As of their respective dates, the CRA Reports and any such reports, forms and other documents filed by CRA with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not not, or 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included representation in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or clause (ii) of the preceding sentence shall not apply to any misstatement or omission in the case of unaudited interim statements, any CRA Report filed prior to the extent they exclude footnotes date of this Agreement which was superseded by a subsequent CRA Report filed prior to the date of this Agreement. No CRA Subsidiary is required to file any report, form or may be condensed other document with the SEC. (b) Each of the consolidated balance sheets of CRA included in or summary statementsincorporated by reference into the CRA Reports (including the related notes and schedules) and fairly present in all material respects presents the consolidated financial position of CRA and the Company CRA Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, retained earnings and cash flows of CRA included in or incorporated by reference into the CRA Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of CRA and cash flows the CRA Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Neither the Company CRA nor any of its subsidiaries the CRA Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of CRA or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, which was not fully except for (i) liabilities or obligations that were so reserved on, or reflected in, reserved against or otherwise described in the financial statements or (including the notes thereto included in to), the SEC Documents consolidated balance sheet of CRA as of December 31, 1996; (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with since December 31, 1996 and (iii) liabilities or obligations which would not, individually or in the Company's past practices since the last date of such financial statementsaggregate, have a CRA Material Adverse Effect.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any ------------- information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. The Company's auditors are "independent" within the meaning and requirements of the Exchange Act.

SEC Documents. The Company HEICO has made available filed all required reports, schedules, forms, statements and other documents required to be filed under the Investors true and complete copies of Exchange Act with the SEC since January 1, 1995 (the "HEICO SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the HEICO SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such HEICO SEC Documents. Except to the extent that information contained in any HEICO SEC Document has been revised or superseded by a later-filed HEICO SEC Document, filed and publicly available prior to the date of this Agreement, none of the HEICO SEC Documents did not contain contained when filed any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company HEICO included in the HEICO SEC Documents complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company HEICO as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit EXECUTION COPY adjustments). Neither The representations and warranties set forth in this Section 3.5 shall not apply to any noncompliance, nonfilings, misstatements, omissions or failures to present fairly or conform to generally accepted accounting principles, which would not, individually or in the aggregate, have a material adverse effect on HEICO. Except as set forth in the HEICO SEC Documents, and except for liabilities and obligations incurred in the Ordinary Course of Business, to the Knowledge of Seller, any Seller's Company nor any of its subsidiaries and HEICO, HEICO has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by generally accepted accounting principles to be reflected in, reserved against or otherwise described in the financial statements set forth on a balance sheet of HEICO or in the notes thereto in accordance with GAAPwhich, which was not fully reflected in, reserved against individually or otherwise described in the financial statements or aggregate, could reasonably be expected to have a material adverse effect on HEICO. Notwithstanding anything to the notes thereto included contrary contained in this Agreement, neither HEICO nor Seller shall have any responsibility for the SEC Documents or was not incurred in breach of this Section 3.5 unless such breach relates to the ordinary course of business consistent with the Company's past practices since the last date of such financial statements, assets or liabilities of Seller's Companies.

SEC Documents. The Company (a) Grey Wolf has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Basic each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the Investors true form (including exhibits and complete copies of any amendments thereto) filed with the SEC Documents(collectively, the “Grey Wolf Reports”). The Company has not provided As used in this Section 3.7, the term “file” shall include any reports on Form 8-K furnished to the Investors any information thatSEC. As of its respective date or, according to applicable law, rule or regulation, should have been disclosed publicly if amended by a subsequent filing prior to the date hereof by hereof, on the Companydate of such filing, but which has not been so disclosed. As of their respective dates, the SEC Documents each Grey Wolf Report complied in all material respects with the applicable requirements of the Exchange Act, SOX and the rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets included in or incorporated by reference into the Grey Wolf Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Grey Wolf and the Grey Wolf Subsidiaries as of its date, and each of the consolidated statements of the Company operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the SEC Documents Grey Wolf Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Grey Wolf and the Grey Wolf Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Grey Wolf Financial Statements”). The Grey Wolf Financial Statements (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved involved, except as may be noted in the Grey Wolf Financial Statements or as permitted by Form 10-Q or Form 8-K. (except b) Grey Wolf has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Grey Wolf has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Grey Wolf’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Grey Wolf in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Grey Wolf as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Grey Wolf has completed its assessment of the effectiveness of Grey Wolf’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Grey Wolf, it has disclosed, based on its most recent evaluations, to Grey Wolf’s outside auditors and the audit committee of the Grey Wolf Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Grey Wolf’s ability to record, process, summarize and report financial data (as may be otherwise indicated defined in such financial statements or Rule 13a-15(f) of the notes thereto or Exchange Act) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in the case of unaudited interim statementsGrey Wolf’s internal controls over financial reporting. (c) Since January 1, 2007, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position knowledge of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectGrey Wolf, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company neither Grey Wolf nor any of its subsidiaries the Grey Wolf Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Grey Wolf or any of the Grey Wolf Subsidiaries has received or otherwise had or obtained knowledge of any material indebtednesscomplaint, obligations allegation, assertion or liabilities Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Grey Wolf or any kind of the Grey Wolf Subsidiaries, including any material complaint, allegation, assertion or Claim that Grey Wolf or any of the Grey Wolf Subsidiaries has a “material weakness” (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in Grey Wolf’s internal controls over financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsreporting.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available (a) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the Investors true Offer (together with all amendments and complete copies supplements thereto and including the exhibits thereto, the "Schedule 14D-1" and the Schedule 14D-1 together with all amendments, supplements and exhibits thereto, including the Offer to Purchase, being collectively the "Offer Documents"). Concurrently with the commencement of the Offer, the Company shall file with the SEC Documents. The Company has not provided a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, subject to the Investors any information that, according to fiduciary duty of the Board under applicable law, rule or regulationcontain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and the Purchaser will take all steps necessary to ensure that the Offer Documents, should have been disclosed publicly prior and the Company will take all steps necessary to ensure that the date hereof by the CompanySchedule 14D-9, but which has not been so disclosed. As of their respective dates, the SEC Documents complied will comply in all material respects with the requirements provisions of applicable Federal and state securities Laws and, on the Exchange Act, and rules and regulations of date filed with the SEC promulgated thereunder and on the SEC Documents did date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that Parent and the Purchaser make no representation with respect to information furnished by the Company for inclusion in the Offer Documents and the Company makes no representa- tion with respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. The information supplied in writing by the Company for inclusion in the Offer Documents and by Parent or the Purchaser for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The financial statements Company agrees to provide in writing Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate, including by way of discussions with the SEC or its staff, in the response of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of to such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscomments.

SEC Documents. The If the Company is subject to the reporting provisions of the Exchange Act, the Company has made available to filed all required reports, schedules, forms, statements and other documents with the Investors true and complete copies of Commission. (the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements as permitted by Form 10-Q or Form 10-QSB) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows for the periods period then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-year end audit adjustments). Neither Except as set forth in the filed SEC Documents, neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in set forth on a consolidated balance sheet of the financial statements Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscould reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company has made available to To the Investors true and complete copies best of Company’s knowledge, the SEC Documents. The Company has not provided to the Investors Subscriber any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto or (iib) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither The Company covenants and agrees that except for the SEC Documents, neither it nor any other person acting on its behalf will at any time provide any Subscriber or its agents or counsel with any information that the Company nor any believes constitutes material non-public information, unless prior thereto such Subscriber shall have agreed in writing to keep such information in confidence. The Company understands and confirms that each Subscriber shall be relying on the foregoing representations in effecting transactions in securities of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to the Investors true Parent complete and complete correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since October 1, 2006 (such documents available on the SEC’s website or made available to Parent, together with all information incorporated therein by reference, the “SEC Documents”). The Since October 1, 2006, the Company has not provided filed with or furnished to the Investors any information thatSEC each report, according schedule, form, statement or other document or filing required by Law to applicable law, rule be filed or regulation, should have been disclosed publicly furnished by the Company at or prior to the date hereof by time so required. No Subsidiary of the CompanyCompany is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since October 1, 2006 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim quarterly financial statements, to normal and recurring year-end audit adjustments). Neither Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company nor any of and its subsidiaries has any Subsidiaries have no material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to or arising from the transactions contemplated by this Agreement, and whether due or to become due(B) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) incurred on or after the date of this Agreement that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company's past practices ’s Form 10-Q for the period ended June 30, 2010, filed with the SEC on August 5, 2010. (ii) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the last date adoption of such code of ethics, including any minor violations not material to the Company’s business. (iii) The principal executive officer of the Company and the principal financial statementsofficer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. The Company has made available Parent has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Section 13 or 15(d) of the SEC Documents. The Company has not provided to Exchange Act, as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessadjustments which will not be material, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements either individually or in the notes thereto in accordance with GAAP, aggregate). No other information provided by or on behalf of the Company to the Investor which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents contains any untrue statement of a material fact or was omits to state any material fact necessary in order to make the statements therein not incurred misleading, in the ordinary course light of business consistent the circumstance under which they are or were made. There is no event, pending event or threatened event that could result in the Parent not filing with the Company's past practices since SEC all reports and other materials required to be filed by Section 13 or 15(d) of the last date Exchange Act, as applicable, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such financial statementsfilings.

SEC Documents. (i) The Company has made available filed with the SEC all forms, reports, schedules, statements, financial statements and other documents required to be filed with the Investors true and complete copies SEC by the Company since December 31, 2003 (together with all information incorporated therein by reference, the “SEC Documents”). No Subsidiary of the SEC Documents. The Company has not provided is required to file any form, report, schedule, statement or other document with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective datesdates or, if amended prior to the date hereof, as of the amendment date, the SEC Documents complied in all material respects with the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain at the time it was filed or, if amended prior to the date hereof, as of the amendment date, 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (each, a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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. (ii) The financial statements (including the notes thereto) of the Company included in the SEC Documents complied comply as to form, as of their respective dates of filing or, if amended prior to the date hereof, as of the date of filing of the amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustments). Neither Except for liabilities and obligations incurred (A) in connection with this Agreement or the transactions contemplated hereby or (B) reflected or reserved against in the consolidated balance sheet of the Company nor any as of December 31, 2006, including the notes thereto, the Company and its subsidiaries has any material indebtedness, obligations or Subsidiaries have no liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements individually or in the notes thereto aggregate have had or would reasonably be expected to have a Material Adverse Effect. (iii) Since December 31, 2003, the Company has been and is in compliance in all material respects with (A) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”), and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of all outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof. (iv) The Company has made all certifications and statements required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the SEC Documents. (v) The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (vi) The Company has disclosed, which was not fully reflected inbased on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, reserved against or otherwise described to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial statements reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or the notes thereto included not material, that involves management or other employees who have a significant role in the SEC Documents or was Company’s internal controls over financial reporting. (vii) As of the date hereof, the Company has not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsidentified any material control deficiencies.

SEC Documents. The (i) Since January 1, 2009, the Company has made available filed with or furnished to the Investors true and complete copies of SEC each report, schedule, form, statement or other document or filing required by the SEC Documents. The Company has not provided Exchange Act or Securities Act to the Investors any information that, according to applicable law, rule be filed or regulation, should have been disclosed publicly furnished at or prior to the date hereof by time so required (such reports, schedules, forms and statements, the Company“SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to notes and normal year-end audit adjustments). Neither Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company nor any and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of its subsidiaries has any material indebtedness, obligations or liabilities business) of any kind nature (whether accrued, absolute, contingent or otherwise), and whether due or to become due) except for those that would have been required to be reflected innot, reserved against or otherwise described in the financial statements individually or in the notes thereto in accordance with GAAPaggregate, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsreasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (A) The Company has made available to the Investors delivered true and complete copies of the all SEC Documents. The Company has not provided Documents to the Investors any information thatPurchasers except for schedules and exhibits thereto and documents incorporated by reference therein. (B) As of its filing date, according to applicable laweach SEC Document filed, rule or regulation, should have been disclosed publicly and each SEC Document that will be filed by the Company prior to the date hereof by Closing Date, as amended or supplemented prior to the CompanyClosing Date, but which has not been so disclosed. As of their respective datesif applicable, pursuant to the SEC Documents Exchange Act (i) complied or will comply in all material respects with the applicable requirements of the Exchange ActAct (except as set forth in the Disclosure Letter) and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (C) Each final registration statement filed with the SEC, and (D) At the time the Proxy Statement is first mailed to the shareholders of the Company, and rules and regulations at the time such shareholders vote on approval of the SEC promulgated thereunder transactions contemplated hereby, the Proxy Statement, as then amended or supplemented, will comply in all material respects with the Exchange Act and the SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i) any statement or omissions included in the Proxy Statement based upon information furnished in writing to the Company by the Purchasers specifically for use therein or (ii) any portion thereof which is not deemed to be filed under applicable SEC rules and regulations. (E) At the time the Rights Offering Registration Statement becomes effective, the Rights Offering Registration Statement, as then amended, will comply in all material respects with the requirements of the Act and will not contain an untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading. The Rights Offering Prospectus, at the time the Rights Offering Registration Statement becomes effective and at the Closing Date, will not include an untrue statement or a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial Notwithstanding the foregoing, the representations and warranties in this Section 4.10(E) shall not apply to statements of in or omissions from the Rights Offering Registration Statement or the Rights Offering Prospectus made in reliance upon or in conformity with the information furnished to the Company included in writing by the Purchasers specifically for use in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Rights Offering Registration Statement or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsRights Offering Prospectus.

SEC Documents. The Company has made available filed all reports or other filings required to be filed by it under Securities Act and the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to three years preceding the date hereof by (the Companyforegoing materials being collectively referred to herein as the “SEC Documents”), but which has not been so disclosedon a timely basis, or a notification of late filing was timely filed with respect thereto and such filing was subsequently made during the resulting extended filing period undertaken in such notice. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules Securities and regulations Exchange Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company’s last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents Documents, other than any such event, occurrence or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsdevelopment which has been disclosed to Purchaser.

SEC Documents. The Company has made available to Except as disclosed in Schedule 9.4, during the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly twelve (12) months prior to the date hereof Closing Date, Borrower has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the CompanySEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, but which has not been so disclosedas amended (the “Exchange Act”) (all of the foregoing filed during the twelve (12) months prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied comply in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Borrower or any Subsidiary under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”). As of their respective filing dates, the financial statements of the Company Borrower included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at to financial statements included in the time of such inclusionSEC Documents. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Borrower as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. (a) The Company has made available to the Investors delivered true and complete copies of the all SEC Documents. The Company has not provided Documents to the Investors any information thatPurchasers. (b) As of its filing date, according to applicable laweach SEC Document filed, rule or regulation, should have been disclosed publicly and each SEC Document that will be filed by the Company prior to the date hereof by Closing Date, as amended or supplemented prior to the CompanyClosing Date, but which has not been so disclosed. As of their respective datesif applicable, pursuant to the SEC Documents Exchange Act (i) complied or will comply in all material respects with the applicable requirements of the Exchange Act and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each final registration statement filed with the SEC, and each final registration statement that will be filed with the SEC by the Company prior to the Closing Date, as amended or supplemented prior to the Closing Date, if applicable, pursuant to the Act, and rules and regulations as of the SEC promulgated thereunder date such statement or amendment became or will become effective (i) complied or will comply in all material respects with the applicable requirements of the Act and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the SEC Documents did statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made). (d) At the time the Proxy Statement is first mailed to the stockholders of the Company, and at the time such stockholders vote on approval of the transactions contemplated hereby, the Proxy Statement, as then amended or supplemented, 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 the light of the circumstances under which they were made, not misleading. The financial statements of ; provided that the Company makes no representation or warranty with respect to (i) any statement or omissions included in the SEC Documents complied Proxy Statement based upon information furnished in all material respects with applicable accounting requirements and writing to the published rules and regulations of Company by the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto Purchasers specifically for use therein or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates any portion thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required which is not deemed to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the filed under applicable SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrules and regulations.

SEC Documents. The Company has made available to the Investors Lenders true and complete copies of the SEC Documents. The Company has not provided to the Investors Lenders any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Financial Statements. Acquiror has made available to Target or its counsel through XXXXX a true and complete copy of each statement, report, registration statement (with the Investors prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC by Acquiror since January 1, 1999, and, prior to the Effective Time, Acquiror will have made available to Target or its counsel through XXXXX true and complete copies of any additional documents and Exhibits thereto filed with the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly by Acquiror prior to the date hereof Effective Time (collectively, the "Acquiror SEC Documents"). All documents required to be filed as Exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except as otherwise disclosed in or contemplated by the Company, but which has Plan of Reorganization and Disclosure Statement (as hereinafter defined) and those that have expired or been terminated in accordance with their terms and Acquiror is not been so disclosedin material default under such contracts. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") and rules the Securities Act and regulations none of the SEC promulgated thereunder and the Acquiror SEC Documents 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 in order 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 subsequently filed Acquiror SEC Document prior to the date hereof. The financial statements of Acquiror, including the Company notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as at their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) and SEC). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror and its subsidiaries at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal normal, recurring year-end audit adjustments). Neither the Company nor any of its subsidiaries There has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise no change in Acquiror accounting policies except as described in the financial statements or in notes to the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsAcquiror Financial Statements.

SEC Documents. (a) Acquiror Parent has timely filed with or furnished the Commission since January 1, 2016 with all SEC Documents required to be filed or furnished by it. The Company has made available SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Financial Statements”), at the time filed or furnished (except to the Investors true and complete copies of the extent corrected by a subsequently filed or furnished SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule Document filed or regulation, should have been disclosed publicly furnished prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents Execution Date) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they were made, ) not misleading. The financial statements , (ii) complied in all material respects with the applicable requirements of the Company included in Exchange Act and the SEC Documents Securities Act, as applicable, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at thereto, (iv) in the time case of such inclusion. Such financial statements have been the Financial Statements, were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or the omission of notes to the extent permitted by Regulation S-K or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and subject, in the case of interim financial statements, to normal year-end adjustments, and (iiv) in the case of unaudited interim statementsthe Financial Statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition, results of the Company operations, and cash flows of Acquiror Parent as of the dates thereof and the results of operations and cash flows for the periods then ended indicated therein. (subjectb) The Acquiror Parent has heretofore furnished to the Contributor Parent true, correct and complete copies of any and all submission, filings, amendments or modifications (including Commission comments and responses to Commission comments) which have either (i) not been filed with the Commission but which are expected to be filed in the case same or in a similar form, or (ii) which are not currently publicly available on the Commission’s EXXXX system. In addition, the Acquiror Parent has heretofore furnished to the Contributor Parent in unredacted form true, correct and complete copies of unaudited interim statements, to normal year-end audit adjustments). Neither each Exhibit filed with the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, Commission and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Acquiror Parent’s Annual Report on Form 10-K for the year ended December 31, 2016 or in the notes thereto in accordance with GAAPon Forms 10-Q or 8-K for any later date or period, which was not fully reflected in, reserved against or otherwise described has been filed in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsredacted form pursuant to a confidential treatment request.

SEC Documents. The Company has made available to timely filed all SEC Documents with the Investors true Commission under the Securities Exchange Act of 1934, as amended (together with the rules and complete copies of regulations thereunder, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, 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 therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither the The Company nor is not currently contemplating to amend or restate any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements (including without limitation, any notes or in any letter of the notes thereto in accordance independent accountants of the Company with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or was circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not incurred in been informed by its independent accountants that they recommend that the ordinary course Company amend or restate any of business consistent with the Company's past practices since Financial Statements or that there is any need for the last date Company to amend or restate any of such financial statementsthe Financial Statements.

SEC Documents. The Company has made available to the Investors Investor ------------- true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company XxXxxx has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other Documents with the SEC Documents. The Company has not provided to (as defined in Article X) since January 1, 1997 (including the Investors any information thatXxXxxx Post-Signing SEC Documents (as defined in Section 6.10), according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"XXXXXX SEC DOCUMENTS"). As of their respective dates, the XxXxxx SEC Documents complied or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the XxXxxx SEC Documents did not contain contained or, in the case of the XxXxxx Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the XxXxxx Post-Signing SEC Documents, will 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 consolidated financial statements of the Company XxXxxx included in the XxXxxx SEC Documents complied comply or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, have been or, in the time case of such inclusion. Such financial statements the XxXxxx Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company XxXxxx and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described Except as disclosed in the financial statements XxXxxx SEC Documents, as required by GAAP or as required by any Governmental Entity, XxXxxx has not, since December 31, 1997, made any change in accounting practices or policies applied in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course preparation of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has made available timely filed all reports, schedules, forms, statements, documents, contracts and agreements required to be filed by it with the Commission pursuant to the Investors true and complete copies reporting requirements of the Exchange Act (the “SEC Documents”). The Company has not provided to Each description of a contract, document or other agreement in the Investors any information thatRegistration Statement, according to applicable lawthe General Disclosure Package and the Prospectus accurately reflects in all material respects the terms of the underlying contract, rule document or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedother agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, 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 therein, in light of the circumstances under which they were made, not misleading. The As of the date hereof, the SEC Documents, when taken in their entirety with the Registration Statement, the General Disclosure Package and the Prospectus, shall not contain any untrue statements 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 date upon which they were made and the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionthe filing. Such financial statements The Company Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP, consistently applied. Each contract, document or other agreement described in the periods involved (Registration Statement, the General Disclosure Package and the Prospectus or filed with the Commission is, or upon consummation of the transactions contemplated hereby will be, in full force and effect and is valid and enforceable in all material respects by and against the Transaction Entities or any of the Subsidiaries, as the case may be, in accordance with its terms, except (i) such contracts or other agreements that have terminated or expired in accordance with their terms as may be otherwise indicated disclosed in such financial statements or the notes thereto or Registration Statement, the General Disclosure Package and the Prospectus, and (ii) in the case of unaudited interim statementsas enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the extent they exclude footnotes or discretion of the court before which any proceeding therefor may be condensed brought (regardless of whether enforcement is sought in a proceeding at law or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsequity). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due with respect to indemnification thereunder, except as rights may be limited by applicable law or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of policies underlying such financial statementslaw.

SEC Documents. The Company XxXxxx has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other Documents with the SEC (as defined in Article X) since January 1, 1997 (including the XxXxxx Post-Signing SEC Documents (as defined in Section 6.10), the "XxXxxx SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the XxXxxx SEC -------------------- Documents complied or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the XxXxxx SEC Documents did not contain contained or, in the case of the XxXxxx Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the XxXxxx Post-Signing SEC Documents, will 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 consolidated financial statements of the Company XxXxxx included in the XxXxxx SEC Documents complied comply or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, have been or, in the time case of such inclusion. Such financial statements the XxXxxx Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company XxXxxx and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described Except as disclosed in the financial statements XxXxxx SEC Documents, as required by GAAP or as required by any Governmental Entity, XxXxxx has not, since December 31, 1997, made any change in accounting practices or policies applied in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course preparation of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither As of the date hereof, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company (a) Parent has made available to the Investors true and complete copies of filed with the SEC Documents. The Company has not provided all reports and other filings required to be filed by Parent in accordance with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to Securities Act and the date hereof by Exchange Act and the Company, but which has not been so disclosedrules and regulations promulgated thereunder (the “Parent SEC Reports”). As of their respective dates, the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Parent SEC Reports and, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date of this Agreement, none of the Parent SEC promulgated thereunder and the SEC Documents did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial balance sheets, and statements of the Company included income, changes in financial position and stockholders’ equity contained in the Parent SEC Documents complied Reports (the “Parent Financial Statements”) (i) were prepared from and are in all material respects accordance with applicable the accounting requirements books and the published rules and regulations other financial records of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been Parent, (ii) were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and (iii) presented fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Except as set forth in Parent SEC Reports, Parent has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due ) other than liabilities or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not obligations incurred in the ordinary course of business consistent with the Company's past practices practice. (b) Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since the last date filing of such financial statementsa Parent SEC Report.

SEC Documents. The Company Internet America has made available filed with the SEC all documents required to the Investors true be so filed by it since June 30, 2007 pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the SEC DocumentsExchange Act (collectively, the “Internet America Reports”). The Company has not provided to the Investors any information thatAs of its respective date or, according to applicable law, rule or regulation, should have been disclosed publicly if amended by a subsequent filing prior to the date hereof by hereof, on the Companydate of such filing, but which has not been so disclosed. As of their respective dates, the SEC Documents each Internet America Report complied in all material respects with the applicable requirements of the Exchange Act, SOX and the rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Specifically, the number of Active Subscribers of Internet America contained in the Internet America Reports is accurate as of the date of each report. Each of the consolidated balance sheets included in or incorporated by reference into the Internet America Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Internet America and the Internet America Subsidiaries as of its date, and each of the consolidated statements of the Company operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the SEC Documents Internet America Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Internet America and the Internet America Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in shareholders’ equity, each including the notes and schedules thereto, the “Internet America Financial Statements”). The Internet America Financial Statements (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) noted in the case of unaudited interim statementsInternet America Financial Statements or as permitted by Form 10-KSB, to the extent they exclude footnotes 10-QSB, 10-Q or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal yearForm 8-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.K.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, Company but which has not been so disclosed. As of their respective datesdates or their restated dates (if so restated), the SEC Documents complied complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to the Closing Date 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 financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof (or the restated dates, if so restated), complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. (a) The Company has made available information pertaining to the Investors true and complete copies AOL in each of the reports, schedules, forms, statements and other documents required to be filed by Time Warner with the SEC since January 1, 2005 (the “SEC Documents. The Company has not provided to the Investors any information that”), according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the then applicable requirements of the United States Securities Exchange Act of 1934 (the “Exchange Act, ”) and the applicable rules and regulations of the SEC promulgated thereunder and thereunder, and, at the SEC Documents time of filing, 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 AOL segment financial statements of the Company information included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto and fairly presented the results of operations and financial position of the AOL business segment of Time Warner as of the dates and for the periods indicated therein, subject to the absence of line items and notes. (b) The separate unaudited balance sheet and statements of income and cash flows of AOL at and as of September 30, 2005 and December 31, 2005 (the time of such inclusion. Such financial statements “AOL Financials”) that are attached to the Disclosure Letter, have been prepared in accordance with U.S. generally accepted acceptable accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved indicated (except (i) as that the AOL Financials do not contain footnotes that may be otherwise indicated in such financial statements or the notes thereto or (iirequired by GAAP) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) . The AOL Financials are true and fairly present correct in all material respects the and present fairly AOL’s financial position of the Company condition, operating results and cash flows as of the dates thereof and during the periods indicated therein, subject to the absence of footnotes. (c) A true and accurate reconciliation of the AOL Financials to the AOL business segment disclosures contained in the Time Warner Quarterly Report on Form 10-Q for the period ended September 30, 2005 and the results of operations and cash flows Annual Report on Form 10-K for the periods then period ended December 31, 2005 is attached to the Disclosure Letter. (subject, d) Except as set forth in the case Disclosure Letter, the assets that form the basis of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of operating results reflected in the AOL Financials that are owned by Time Warner and its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, are owned by AOL and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsits subsidiaries.

SEC Documents. The Company has made available to timely filed all required reports, schedules, forms, statements and other documents with the Investors true Securities and complete copies of Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company’s financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementswould reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company PVY has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to the Investors SUG a true and complete copies copy of (i) each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by PVY or ProvGas with the SEC since September 30, 1998 through the Closing Date in substantially the form filed with the SEC (the "PVY SEC Documents. The Company has not provided to ") and (ii) the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedPVY Audited Financials. As of their respective dates, the PVY SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such PVY SEC Documents, and the SEC Documents did not (or 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 financial statements of the Company PVY and ProvGas included in the PVY SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of PVY Audited Financials (collectively, the SEC "PVY Financial Statements") were (or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been will be) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of and except with respect to unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsstatements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of PVY and its Subsidiaries, or ProvGas, as the Company case may be, as of the respective dates thereof and or the results of operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any adjustments which are not material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate.

SEC Documents. The Company has made available to the Investors Purchaser true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAPGAAP and the published rules and regulations of the SEC, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. There is no information which has not been publicly disclosed which, in the good faith judgment of the Company, would cause a reasonable investor to not make the investment contemplated hereby.

SEC Documents. The Company (i) CPA14 has made available to CPA16 (by public filing with the Investors SEC or otherwise) a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by CPA14 with the SEC since January 1, 2007 (the “CPA14 SEC Documents”) which are all of the SEC Documents. The Company has not provided documents required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to filed by CPA14 with the date hereof by the Company, but which has not been so disclosedSEC since that date. As of their respective dates, the CPA14 SEC Documents complied in all material respects with the requirements of the Exchange ActSecurities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder and the applicable to such CPA14 SEC Documents did not contain and none of the CPA14 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later CPA14 SEC Documents filed and publicly available prior to the date of this Agreement. CPA14 does not have any outstanding and unresolved comments from the SEC with respect to the CPA14 SEC Documents. The consolidated financial statements of CPA14 and the Company CPA14 Subsidiaries included in the CPA14 SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) thereto, or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X under the extent they exclude footnotes or may be condensed or summary statementsExchange Act) and fairly present presented, in all material respects accordance with applicable requirements of GAAP and the financial position applicable rules and regulations of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended SEC (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments, none of which are material). Neither , the Company nor any consolidated financial position of its subsidiaries has any material indebtednessCPA14 and the CPA14 Subsidiaries, obligations or liabilities taken as a whole, as of any kind (whether accruedtheir respective dates and the consolidated statements of income and the consolidated cash flows of CPA14 and the CPA14 Subsidiaries for the periods presented therein, absolutein each case, contingent or otherwise, and whether due or except to become due) that would the extent such financial statements have been modified or superseded by later CPA14 SEC Documents filed and publicly available prior to the date of this Agreement. No CPA14 Subsidiary is required to make any filing with the SEC. (ii) CPA14 maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) access to assets is permitted only in accordance with management’s general or specific authorization and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) CPA14’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) all information (both financial and non-financial) required to be reflected in, reserved against or otherwise described disclosed by CPA14 in the financial statements reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in rules and forms of the SEC Documents and (B) all such information is accumulated and communicated to CPA14’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of CPA14 required under the Exchange Act with respect to such reports. (iv) Since December 31, 2009, CPA14 has not received any notification of (A) a “significant deficiency” or was not incurred (B) a “material weakness” in CPA14’s internal controls. For purposes of this Agreement, the ordinary course terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of business consistent with the Company's past practices since Public Company Accounting Oversight Board, as in effect on the last date of such financial statementsthis Agreement.

SEC Documents. The Company has made available filed all reports required to be filed by it under the Investors true Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the two year period preceding the date hereof (such reports, the "SEC Documents" and, together with the Schedules to this Agreement and complete copies other documents and information furnished by or on behalf of the SEC Documents. The Company has not provided to the Investors at any information that, according to applicable law, rule or regulation, should have been disclosed publicly time prior to the date hereof by Closing, the Company, but which "Disclosure Materials") on a timely basis or has not been so disclosedreceived a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since December 31, 1997, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company nor has not incurred any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's past practices since financial statements pursuant to GAAP, and (c) the last date Company has not altered its method of such financial statementsaccounting or the identity of its auditors.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Except as set forth on Schedule 2.1(j), the Company has made available filed all reports required to be filed by it under the Investors true Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since September 30, 1996, (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement and complete copies other documents and information furnished by or on behalf of the SEC Documents. The Company has not provided to the Investors at any information that, according to applicable law, rule or regulation, should have been disclosed publicly time prior to the date hereof by Closing, as the Company, but which "Disclosure Materials") on a timely basis or has not been so disclosedreceived a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments. Except as set forth in Schedule 2.1(j). Neither , since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1998, there has been no event, occurrence or was development that has had or that could have or result in a Material Adverse Effect which has not incurred been specifically disclosed in writing to the ordinary course of business consistent Purchasers by the Company. The Company last filed audited financial statements with the Company's past practices since Commission in connection with its Form 10-K for the last date fiscal year ended September 30, 1998, and has not received any comments from the Commission in respect thereof. The Schedules to this Agreement furnished by or on behalf of such financial statementsthe Company do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

SEC Documents. The Company has made available (a) All statements, reports, schedules, forms, exhibits and other documents required to have been filed by Barnabus with the Investors true SEC since the date of incorporation of Barnabus (the "SEC Documents") have been so filed and Barnabus is not delinquent in respect of any such required filings. Barnabus and its Subsidiaries are engaged only in the business described in the SEC Documents and the SEC Documents contain a complete copies and accurate description in all material respects of the SEC Documents. The Company has not provided to business of Barnabus and its Subsidiaries, taken as a whole. (b) At the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As time of their respective datesfiling thereof, the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, Act and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Barnabus is not (with or without the lapse of time or the giving of notice, or both) in breach or default of any material contract and, to the best knowledge of Barnabus, no other party to any material contract is (with or without the lapse of time or the giving of notice, or both) in breach or default of any material contract. Neither Barnabus nor any Subsidiary has received any notice of the intention of any party to terminate any material contract. (c) Each registration statement and any amendment thereto filed by Barnabus since January 1, 2002 pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements ; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements its issue date and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the results of operations and cash flows for the periods then ended (subjectstatements made therein, in the case light of unaudited interim statementsthe circumstances under which they were made, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsmisleading.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's ’s past practices since the last date of such financial statements.

SEC Documents. (a) The Company has made available timely filed with the U.S. Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, statements and other documents required to the Investors true and complete copies of be filed with the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the CompanyCompany since January 1, but which has not been so disclosed. 2002 (collectively, the “Company SEC Documents”). (b) As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and, to the extent not included in the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), rules and regulations promulgated by the NASD and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries of the Company is required to file or furnish any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company SEC Document filed with the SEC prior to the date hereof, none of the Company SEC Documents filed with the SEC prior to the date hereof contain any untrue statement of a material fact or omits to state any 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company SEC Document filed with the SEC prior to the Closing, none of the Company SEC Documents filed with the SEC after the date hereof contains any untrue statement of a material fact or omits to state any 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. (c) The consolidated financial statements of the Company included in the Company SEC Documents complied (the “Company Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries on a consolidated basis as of the dates thereof and the results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Each of the principal executive officer of the Company nor and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) The effectiveness of any additional SEC disclosure requirement that, as of its subsidiaries the date of this Agreement, has been formally proposed that is not yet in effect, will not lead to any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described change in the Company’s disclosures as set forth in the Company SEC Documents. (e) The Company and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements or in the notes thereto for external purposes in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described . The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the financial statements reports that it files or submits under the notes thereto included Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC Documents or was not incurred SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) any significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company's past practices ’s ability to record, process, summarize and report financial information and (2) 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 made available to Buyer and Sub a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2002. The Company has made available to Buyer and Sub all correspondence between the last date of such financial statementsCompany and its auditors since January 1, 2002.

SEC Documents. The Company ONSS has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to the Investors USXX a true and complete copies copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by ONSS with the SEC since June 30, 2000 through the Closing Date in substantially the form filed with the SEC (the "ONSS SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the ONSS SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ONSS SEC Documents, and the SEC Documents did not (or 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company ONSS included in the ONSS SEC Documents complied in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC "ONSS Financial Statements") were (or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been will be when filed) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of and except with respect to unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsstatements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of the Company ONSS, as of the respective dates thereof and or the results of operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any normal, recurring adjustments which are not material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate.

SEC Documents. The Company LabOne has made available to the Investors Holdings a true and complete copies copy of each quarterly, annual or current report on Form 10-Q, 10-K or 8-K, registration statement and definitive proxy statement filed by LabOne with the SEC Documentssince January 1, 1994, which are all the documents (other than preliminary material) that LabOne was required to file with the SEC since January 1, 1994. The Company has not provided LabOne will make available to Holdings, a true and complete copy of each quarterly, annual or current report on Form 10-Q, 10-K or 8-K, registration statement and definitive proxy statement filed by LabOne with the SEC subsequent to the Investors any information that, according date of this Agreement and prior to applicable law, rule or regulation, should have been disclosed publicly the Effective Time. All of such reports and statements filed prior to the date hereof by of this Agreement are hereinafter referred to as the Company, but which has not been so disclosed. "LabOne SEC Documents." As of their respective datesfiling dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the LabOne SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such LabOne SEC Documents, and none of the LabOne SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective filing dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the financial statements of the Company LabOne included in the LabOne SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles in effect in the United States ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or thereto, (ii) in the case of the unaudited interim financial statements, to such differences in presentation or omissions as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC and (iii) the unaudited financial statements do not contain all notes required by GAAP) and fairly present in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Neither adjustments on a basis comparable with past periods) the Company nor any consolidated financial position of LabOne and its subsidiaries has any material indebtedness, obligations or liabilities consolidated Subsidiaries as of any kind (whether accrued, absolute, contingent or otherwise, their respective dates and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in consolidated results of operations and the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in consolidated cash flows of LabOne and its consolidated Subsidiaries for the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsperiods presented therein.

SEC Documents. The Company Borrower has made available filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since January 1, 2001 (the "Borrower SEC Documents"). Except to the Investors true and complete copies of the extent that information contained in any Borrower SEC Documents. The Company Documents has not provided to the Investors any information that, according to applicable law, rule been revised or regulation, should have been disclosed publicly prior to the date hereof superseded by the Company, but which has not been so disclosed. As a later filed Borrower SEC Document: (i) as of their respective dates, the Borrower SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act") as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Borrower SEC Documents, and none of the Borrower SEC Documents did not contain when filed 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 therein, in light of the circumstances under which they are made, not misleading; (ii) none of the Borrower SEC Documents contains any untrue statement of a material fact or omits to state any 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 ; and (iii) the financial statements of the Company Borrower included in the Borrower SEC Documents complied comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Borrower and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal recurring year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company (a) Acquirer has timely filed each statement, report, registration statement (with the prospectus in the form required to be filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing required to be filed with the SEC by Acquirer, and, prior to the Effective Time, Acquirer will file any additional documents required to be filed with the SEC by Acquirer prior to the Effective Time (such documents filed by the Acquire since January 1, 2002, collectively, the "Acquirer SEC Documents"). In addition, Acquirer has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided Target all exhibits to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly Acquirer SEC Documents filed prior to the date hereof that are (a) requested by Target; and (b) not available in complete form through EXXXX ("Requested Confidential Exhibits") and will promptly make available to Target all Requested Confidential Exhibits to any additional Acquirer SEC Documents filed prior to the Company, but which has not Effective Time. All documents required to be filed as exhibits to the Acquirer SEC Documents have been so disclosedfiled. As of their respective filing dates, the Acquirer SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and rules the Securities Act and regulations none of the SEC promulgated thereunder and the Acquirer SEC Documents 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 in order 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 subsequently filed Acquirer SEC Document prior to the date hereof. (b) The financial statements of Acquirer, including the Company notes thereto, included in the Acquirer SEC Documents (the "Acquirer SEC Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) and SEC). The Acquirer SEC Financial Statements fairly present in all material respects the consolidated financial position condition, operating results and cash flow of the Company as of Acquirer and its Subsidiaries at the dates thereof and the results of operations and cash flows for during the periods then ended presented therein (subject, in the case of unaudited interim statements, to normal normal, recurring year-end audit adjustments). Neither the Company nor any of its subsidiaries There has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise no change in Acquirer accounting policies except as described in the financial statements or in notes to the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Acquirer SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsFinancial Statements.

SEC Documents. The Company Globalstar has made available timely filed, and on the Interest Acquisition Date will have timely filed, all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission (the "SEC") since January 1, 2002. All SEC Documents. The Company has not provided to the Investors any information thatFilings, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As as of their respective dates, the SEC Documents complied (a) complied, or will comply, in all material respects with the applicable requirements of the Exchange ActAct and (b) did not, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not 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 made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty in the preceding sentence does not apply to (a) any misstatement or omission in (i) any SEC Filing filed prior to the date of this Agreement that was superseded by a subsequent SEC Filing filed prior to the date of this Agreement or (ii) any SEC Filing filed after the date of this Agreement that is superseded by a subsequent SEC Filing filed prior to the Contribution Date or (b) any financial statements of the Company forecasts or projections included in the SEC Documents complied Filings. The consolidated financial statements of Globalstar included in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been Filings were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Globalstar and its Subsidiaries, as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of any unaudited interim statements, to the absence of footnotes and to normal year-end audit adjustments). Neither As of the Company nor any time of its subsidiaries has any material indebtedness, obligations or liabilities the filing of any kind (whether accruedrelevant SEC Filing, absoluteto the Knowledge of Globalstar and its Subsidiaries, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements forecasts or projections included in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included such SEC Filing (as qualified and limited in the SEC Documents Filing) were made by management of Globalstar in good faith and on a reasonable basis, except for any failure to make the financial forecasts or was projections in good faith and on a reasonable basis that would not incurred in the ordinary course have a Globalstar Material Adverse Effect. No Subsidiary of business consistent Globalstar is currently required to file any periodic reports with the Company's past practices since SEC under the last date of such financial statementsExchange Act.

SEC Documents. The Company Undisclosed Liabilities. Parent has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since December 31, 1994 (the "Parent SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the SEC ParentSEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Filed Parent SEC Document (as defined below), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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 financial statements 58 of the Company Parent included in the Parent SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Except as set forth in the Company Filed Parent SEC Documents, neither Parent nor any of its subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by U.S. GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsand reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a whole.

SEC Documents. (a) The Company has filed with the SEC, and has heretofore made available to Parent (by public filing with the Investors SEC or otherwise) true and complete copies of of, all reports, schedules, forms, statements and other documents required to be filed with the SEC Documentsby the Company since December 31, 2000 (collectively, the "COMPANY SEC DOCUMENTS"). The Company does not have any outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents, nor has not provided it received letters requesting information or otherwise inquiring as to any matters affecting the Investors any information that, according to applicable law, rule Company or regulation, should have been disclosed publicly prior to the date hereof by the Company, but Company L.P. which has not been so disclosedadequately addressed. None of the Company SEC Documents is the subject of any confidential treatment request by the Company. (b) As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange ActAct or the Securities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT"), as and rules and to xxx xxxxxx xxplicable thereto, axx xxx xxxxx xnd regulations of the SEC promulgated thereunder applicable to such Company SEC Document. Except to the extent that information contained in any Company SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Company SEC Document, which later filed Company SEC Document was filed prior to the date of this Agreement, none of the Company SEC Documents did not contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, and to the extent they exclude footnotes or may be condensed or summary statementsindicated in the notes thereto) and fairly present in all material respects the financial position of the Company and the Company Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Each of the principal executive officer of the Company nor any and the principal financial officer of its subsidiaries the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has any material indebtedness, obligations or liabilities made the certifications required by Sections 302 and 906 of any kind (whether accrued, absolute, contingent or otherwise, the Sarbanes-Oxley Act and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in rules and regulations of the SEC Documents or was not incurred in the ordinary course of business consistent promxxxxxxx xxxxxxnder with respect to the Company's past practices since filings pursuant to the last date Exchange Act. For purposes of the preceding sentence, "PRINCIPAL EXECUTIVE OFFICER" and "PRINCIPAL FINANCIAL OFFICER" shall have the meanings given to such financial statementsterms in the Sarbanes-Oxley Act.

SEC Documents. (a) The Company has made available filed all documents that it was required to file with the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company does not have any outstanding and unresolved comments from the SEC with respect to any of the SEC Documents. The financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present presented in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments). Neither , none of which are material) the consolidated financial position of the Company nor and its consolidated Subsidiaries as of their respective dates and the consolidated statements of income and the consolidated cash flows of the Company and each of its consolidated Subsidiaries for the periods presented therein. The books of account and other financial records of the Company on which such Financial Statements are based are true, complete and correct in all material respects and are accurately reflected in all material respects in the Financial Statements. There are no material liabilities, debts, claims or obligations of the Company or any of its subsidiaries has any material indebtedness, obligations or liabilities Subsidiaries of any kind (whatsoever, whether accrued, absolutecontingent, contingent absolute or otherwisedetermined, other than: (i) liabilities adequately provided for on the Financial Statements and whether due or to become duethe Latest Balance Sheets; and (ii) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not liabilities incurred in the ordinary course of business consistent with subsequent to the Company's past practices since date of the last dated Financial Statement which have not had, individually or in the aggregate, and could not reasonably be expected to have, a Material Adverse Effect on the Company or any of its Subsidiaries. (b) The date of such financial statementsthe last audited Financial Statements for the Company and its Subsidiaries is the Financial Statements for the year ended December 31, 2001.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement and the Memorandum, the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-year end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents last filed Annual Report on Form 10-K for the year ended December 31, 1997 for the Company, there has been no event, occurrence or was development that has had a Material Adverse Effect which has not incurred in been specifically disclosed to the ordinary course of business consistent Buyer by the Company. The Company last filed audited financial statements with the Company's past practices since Commission in connection with its 1997 Form 10-K, and has not received any comments from the last date of such financial statementsCommission in respect thereof.

SEC Documents. The Company Financial Statements. Since January 1, 1998, NCT has made available filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided 1934 Act, including pursuant to Section 13(a) or 15(d) thereof (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing materials filed prior to the date hereof and all exhibits included therein and financial statements, schedules and documents incorporated by reference therein, being hereinafter collectively referred to as "NCT's SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the NCT's SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, 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 therein, in light of the circumstances under which they were made, therein not misleading. The All material agreements to which NCT is a party or to which the property or assets of NCT are subject have been filed as exhibits to the NCT SEC Documents as required; neither NCT nor any of the NCT Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, individually or in the aggregate, have a NCT Material Adverse Effect. As of their respective dates, the financial statements of the Company included NCT contained in the NCT's SEC Documents (the "NCT Financial Statements") complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto as in effect at the time of such inclusionfiling. Such financial statements NCT Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements NCT Financial Statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of NCT and the Company NCT Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements included in NCT's last filed Quarterly Report on Form 10-Q for the period ended March 31, 2000, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a NCT Material Adverse Effect which has not been specifically disclosed to the Buyers by NCT. No other information provided by or on behalf of NCT to the Buyer which is not included in NCT's SEC Documents, including, without limitation, information referred to in Section 3(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the notes thereto in accordance with GAAPlight of the circumstance under which they are or were made, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsmisleading.

SEC Documents. The Company has made available is not presently subject to the Investors true and complete copies reporting requirements of the SEC DocumentsSecurities Exchange Act of 1934 (the "Exchange Act"). The Company has not provided fxxxx xxxx xxx xxxxxxxxx xxxxxx of the Securities and Exchange Commission (the "Commission") in Washington, DC, and a Registration Statement on Form S-1 (thethe Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). For purposes hereof, the term "Registration Statement" means the original Registration Statement and any and all amendments thereto. At such time that this Registration Statement becomes effective, the Company intends to register under the Investors any Exchange Act. Upon effectiveness, the Company will furnish its stockholders with annual reports containing financial statements audited by independent certified public accountants and will file with the Commission quarterly reports containing unaudited financial information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to for each of the date hereof by first three quarters of each fiscal year within 45 days following the Company, but which has not been so disclosed. end of each such quarter.As of their respective datesits date, the SEC Documents Registration Sxxxxxxxx complied in all material respects with the requirements of the Exchange Act, Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to the Registration Statement, and the SEC Documents Registration Statement, at the time it was filed with the SEC, did not contain 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 therein, in light of the circumstances under which they were made, not misleading. None of the statements made in the Registration Statement which is required to be updated or amended under applicable law has not been so updated or amended except for the disclosures which will be required as a result of this Agreement, the Company's joint exploration agreements with Cheniere Energy, Inc., "Plain English" Disclosures required by the SEC and any SEC legal and accounting comments and resultant changes which will be required by the SEC upon their review of the Registration Statement. The financial statements of the Company included in the SEC Documents complied Registration Statement have been prepared in all material respects accordance with applicable U.S. generally accepted accounting requirements principles, consistently applied, and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude do not include footnotes or may be are condensed or summary statements) and fairly present in all material respects accurately and completely the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or Except as set forth in a manner clearly evident to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the SEC Documents Registration Statement, the Company has no liabilities, contingent or was not otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the Company's past practices since the last date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its subsidiaries. To the extent required by the rules of the SEC applicable thereto, the Registration Statement contains a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. The Company Parent has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided to Securities Exchange Act of 1934, as amended (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). Parent has not received any communication from the SEC, NASD or any other regulatory authority regarding any SEC Document or any disclosure contained therein. As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company (a) Invitae has filed all reports required to be filed by it with the SEC since January 1, 2017, and Invitae has made available to CombiMatrix (including through the Investors true SEC’s EXXXX database) true, correct and complete copies of all such reports (collectively, the “Invitae SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective dates, each of the Invitae SEC Documents complied in all material respects with the applicable requirements of the Exchange Act, and rules and regulations none of the Invitae SEC promulgated thereunder and the SEC Documents did not contain Documents, as of their respective dates, 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. All statements, reports, schedules, forms and other documents required to have been filed by Invitae or its officers with the SEC have been so filed on a timely basis. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to the Invitae SEC Documents (collectively, the “Invitae Certifications”) are accurate and complete and comply as to form and content with all applicable Legal Requirements. As used in this Section 3, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the Invitae SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been was prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved indicated (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited and except that financial statements included with interim statements, reports do not contain all notes to the extent they exclude footnotes or may be condensed or summary such financial statements) and each fairly present presented in all material respects the consolidated financial position of the Company as of the dates thereof and the position, results of operations and changes in stockholders’ equity and cash flows of Invitae and its consolidated subsidiaries as at the respective dates thereof and for the respective periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which are not expected, individually or in the aggregate, to be material). Neither Other than as expressly disclosed in the Company nor any Invitae SEC Documents filed prior to the date of its subsidiaries this Agreement, there has any been no material indebtedness, obligations change in Invitae’s accounting methods or liabilities principles prior to the date of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) this Agreement that would have been be required to be reflected in, reserved against or otherwise described disclosed in the Invitae’s financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described . The books of account and other financial records of Invitae are true and complete in all material respects. (c) Invitae is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of The NYSE. (d) Invitae’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Invitae in the financial statements reports that it files or submits under the notes thereto included Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC Documents or was not incurred in rules and forms of the ordinary course of business consistent with SEC, and that all such information is accumulated and communicated to Invitae’s management as appropriate to allow timely decisions regarding required disclosure and to make the Company's past practices since the last date of such financial statementsInvitae Certifications.

SEC Documents. The Company SPAC has made available filed all reports, schedules, forms, statements and other documents required to be filed by SPAC with the Investors true SEC since its inception, pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the Exchange Act (the “SPAC SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their its respective datesfiling date, the each SPAC SEC Documents Document complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SPAC SEC Document, and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SPAC SEC Document has been revised or superseded by a later filed SPAC SEC Document, none of the SPAC SEC Documents contains any untrue statement of a material fact or omits to state any 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 financial statements of the Company SPAC included in the SPAC SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations to SPAC with respect thereto at the time of such inclusion. Such financial statements thereto, and have been prepared in accordance with generally accepted accounting principles U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company SPAC as of the dates thereof and the consolidated results of its operations and cash flows as at the respective dates of and for the periods then ended referred to in such financial statements (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and the omission of notes to the extent permitted by Regulation S-X of the SEC). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the FORM OF SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.