Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) 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 financial statements, to normal recurring adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1December 31, 1994 1995 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as 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 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the Company SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present 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 financial statements, to normal recurring adjustmentsyear-end audit adjustments and other adjustments described therein).

SEC Documents. The Company (i) Evergreen has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1994 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company New Plan has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC Securities and Exchange Commission (the "SEC") since January August 1, 1994 1995 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsNew Plan Reports"). As of their respective dates, the SEC Documents New Plan Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, (the "Securities Laws") and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of New Plan included in or incorporated by reference into the SEC Documents comply as to form New Plan Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company New Plan and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of New Plan included in or incorporated by reference into the New Plan Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of New Plan and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsnormal, year-end audit adjustments 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 or in the notes thereto and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. The Company CEC has timely delivered or made available to the Noteholder each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed all required reportssince December 31, schedules1998, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since January 1(collectively, 1994 (such reportsthe "CEC Reports"). The CEC Reports, scheduleswhich, except as otherwise disclosed, were filed with the SEC in a timely manner, constitute all forms, statements reports and other documents are hereinafter referred required to be filed by CEC under the 33 Act, the Securities Exchange Act of 1934, as amended (the "SEC Documents34 Act")) and the rules and regulations promulgated thereunder. As of their respective dates, the SEC Documents CEC Reports (a) complied as to form in all material respects with the applicable requirements of the Securities 33 Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules 34 Act and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (b) did not contain any untrue statement of a material fact or omitted 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, made therein not misleading. The consolidated financial statements Each of the Company balance sheets of CEC included in or incorporated by reference into the SEC Documents comply as to form in all material respects with applicable accounting requirements CEC Reports (including the related notes and schedules) fairly presents the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries CEC as of its date and each of the dates thereof and the consolidated results statements of their operations income, retained earnings and cash flows of CEC included in or incorporated by reference into the CEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of CEC for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments 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 and except, in the case of any unaudited statements, as permitted by Form 10-Q promulgated under the 34 Act.

SEC Documents. The Company TCP has timely delivered to the Sellers each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed all required reportsby TCP with the Securities and Exchange Commission ("SEC") since such date, schedules, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since January 1(collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsTCP Reports"). As of their respective dates, the SEC Documents TCP Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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, thereunder; and none of the SEC Documents as of such dates contained (b) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of TCP included in or incorporated by reference into the SEC Documents comply as to form TCP Reports (including the related notes and schedules) fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries TCP as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows of TCP included in or incorporated by reference into the TCP Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of TCP for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1December 31, 1994 1996 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have had been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, presented in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company (a) Buyer has timely filed all reports required reports, schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1994 2018, and Buyer has made available to the Sellers (including through the SEC’s XXXXX database) true, correct and complete copies of all such reportsreports (collectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Buyer’s SEC Documents"”). As of their respective dates, each of the Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 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 Buyer’s SEC Documents Documents, as of such dates their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The . (b) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the Buyer’s SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved ("GAAP") indicated (except as may be indicated in the notes thereto or, in the case of unaudited and except that financial statements included with interim reports do not contain all notes to such financial statements, as permitted by Rule 10-01 of Regulation S-X) and each fairly present, presented in all material respects, respects the consolidated financial position position, results of the Company operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end adjustments which are not expected, individually or in the aggregate, to be material).

SEC Documents. (i) The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ) or has filed adequate extensions therefor; (ii) as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents with required pursuant to the SEC Securities Act and the Exchange Act since January 1February 27, 1994 1995 (such reportscollectively, schedulesand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January May 1, 1994 2001 pursuant to Sections 13(a) and 15(d) of the Exchange Act (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"). . (b) As of their its respective datesdate, except to the extent that information contained in any Company SEC Documents Document has been revised or superseded by a later filed Company SEC Document, (i) each Company SEC Document complied in all material respects with the requirements of the Securities Exchange 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 DocumentsDocument, and (ii) none of the Company SEC Documents as of such dates contained contains any untrue statement of a material fact or omitted 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 misleading and (iii) the consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company (a) Purchaser has timely filed all required reports, schedules, forms, statements and other documents required to be filed by Purchaser with the SEC since January May 1, 1994 2001 pursuant to Sections 13(a) and 15(d) of the Exchange Act (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Purchaser SEC Documents"). . (b) As of their its respective datesdate, except to the extent that information contained in any Purchaser SEC Documents Document has been revised or superseded by a later filed Purchaser SEC Document, (i) each Purchaser SEC Document complied in all material respects with the requirements of the Securities Exchange 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 Purchaser SEC DocumentsDocument, and (ii) none of the Purchaser SEC Documents as of such dates contained contains any untrue statement of a material fact or omitted 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 misleading and (iii) the consolidated financial statements of the Company Purchaser included in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). No subsidiary of the Company is required to file any reports, schedules, forms, statements and or other documents are hereinafter referred to as with the "SEC Documents")SEC. 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 applicable to such SEC Documents, and none of the such SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present 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 financial statements, to normal recurring adjustmentsyear-end audit adjustments and other adjustments described therein).

SEC Documents. The Financial Statements. Since January 13, 2006 the Company has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1under of the Securities Exchange Act of 1934, 1994 as amended (such reports, schedules, forms, the “1934 Act”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and other schedules thereto and documents are incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included disclosed in the SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved ("GAAP"except (i) (except as may be otherwise indicated in such Financial Statements or the notes thereto orthereto, or (ii) in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since relating to periods commencing on or after January 1, 1994 1998 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments). No Subsidiary is required to file any form, report or other document with the SEC.

SEC Documents. The Company has timely filed all documents that the Company was required reports, schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 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 applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. (i) The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1995 (such reports, schedules, forms, statements and other documents, including the exhibits thereto and documents incorporated therein by reference, are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied with the requirements of the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 8 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely made available to Parent a true and complete copy of each material report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since January 1, 1994 1992 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"), which are all the material documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the SEC Documents complied 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 Company SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respectsrespects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustments)presented therein.

SEC Documents. The Company Arcadian has timely previously furnished to PCS true and complete copies of: (a) Arcadian Annual Reports on Form 10-K filed all required reportswith the SEC for each of the years ended December 31, schedules1993 through 1995; (b) Arcadian Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31 and June 30, forms, statements and other documents 1996; (c) each definitive proxy statement filed by Arcadian with the SEC since January 1December 31, 1994 1993; (such reportsd) each final prospectus filed by Arcadian with the SEC since December 31, schedules1993, formsexcept any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by Arcadian with the SEC since December 31, statements and other documents are hereinafter referred to as the "SEC Documents")1995. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the "Arcadian SEC Documents Documents") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted 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 of the Company and unaudited consolidated interim financial statements included in the Arcadian SEC Documents comply as to form in all material respects with applicable accounting requirements (including any related notes and schedules) fairly present the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Arcadian and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods or as of the dates then ended (subject, in the case of unaudited interim financial statementswhere appropriate, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 31, 1993, Arcadian has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under rules and regulations of the SEC.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries 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 financial statements, to normal recurring adjustments).

SEC Documents. The Company (i) Summit has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1May 21, 1994 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ; (ii) 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company Summit included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of SEC) applied on a consistent basis during the periods period involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, presented in all material respects, respects the consolidated financial position of the Company Summit and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operation and cash flows for the periods then ended (subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end adjustments).

SEC Documents. The Company Buyer has timely filed all required of the reports, schedules, forms, proxy statements and other documents (collectively, SEC Documents”) that the Buyer has been required to file with the SEC since January 1, 1994 Securities and Exchange Commission (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"“Commission”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, 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 DocumentsCommission thereunder, and none of the SEC Documents as of such dates Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the with published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 Q (or Form 10-QSB, as the case may be) of Regulation S-Xthe Commission) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal recurring audit adjustments) the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of at 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 financial statements, to normal recurring adjustments)ended.

SEC Documents. The Company (a) Buyer has timely filed all reports required reports, schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1994 2016, and Buyer has made available to the Sellers (including through the SEC’s XXXXX database) true, correct and complete copies of all such reportsreports (collectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Buyer’s SEC Documents"”). As of their respective dates, each of the Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 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 Buyer’s SEC Documents Documents, as of such dates their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The . (b) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the Buyer’s SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved ("GAAP") indicated (except as may be indicated in the notes thereto or, in the case of unaudited and except that financial statements included with interim reports do not contain all notes to such financial statements, as permitted by Rule 10-01 of Regulation S-X) and each fairly present, presented in all material respects, respects the consolidated financial position position, results of the Company operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end adjustments which are not expected, individually or in the aggregate, to be material).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present 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 financial statements, to normal recurring adjustmentsyear-end audit adjustments and other adjustments described therein).

SEC Documents. The Company Evergreen has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Purchaser has made available to the Company has timely a true and complete copy of (i) Amendment No. 7 to Purchaser's S-1 Registration Statement relating to Purchaser's initial public offering, (ii) Purchaser's report on Form 10-Q for the quarter ended June 30, 1999, and (iii) Purchaser's reports on Form 8-K dated June 10, 1999, June 25, 1999 and August 10, 1999, filed all required reports, schedules, forms, statements and other documents by Purchaser with the SEC since January 1Securities and Exchange Commission (the "SEC") (collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"). 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 applicable to such SEC Documents, and none of the SEC Documents did not, as of such dates contained their respective dates, contain any untrue statement of a material fact or omitted 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 Purchaser included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC with respect thereto, have been "PURCHASER FINANCIAL STATEMENTS") were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") GAAP (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Purchaser as of the respective dates thereof and thereof, or the consolidated results of their 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 recurring year-end audit adjustments).

SEC Documents. The Company has timely filed all documents that the Company was required reports, schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections_13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31_, 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 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 applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. The Company has timely INDI hereby makes reference to the following documents filed all required reports, schedules, forms, statements and other documents with the SEC since January 1United States Securities and Exchange Commission (the "SEC"), 1994 as posted on the SEC's website, XXX.XXX.XXX: (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")): (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, and all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents constitute all of the documents and reports that INDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of INDI's Form 10-SB12G filed on December 4, 2000. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 as of such dates contained any an untrue statement of a material fact or 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 consolidated financial statements of the Company INDI included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries INDI as of the dates thereof and the consolidated results its statements of their operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal and recurring adjustmentsyear-end audit adjustments which were and are not expected to have a material adverse effect on INDI, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of INDI as of September 30, 2002, including the notes thereto, INDI has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since September 30, 2002 which in the aggregate could not reasonably be expected to have a material adverse effect on INDI, its business, financial condition or results of operations.

SEC Documents. The Since January 7, 1997, the Company has timely filed with the Securities and Exchange Commission (the "SEC") all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since January 1and any amendments thereto (collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS")) required to be filed by it pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT") . As of their respective dates, the SEC Documents 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 Documentsthereunder, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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 consolidated As of their respective dates, the financial statements of the Company included in the SEC Documents comply (the "FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, 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 financial statements, to normal recurring year-end adjustments). There are no liabilities of the Company or the Subsidiary, whether absolute, contingent or otherwise, which have not been reflected in the Financial Statements, other than liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, which liabilities, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents. The Company has furnished to each Investor: the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required to file, which it represents and warrants it did timely filed all required reportsfile, schedules, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), since January 1March 31, 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange 1933 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 applicable. The SEC Documents as of their respective dates, or such dates contained later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents (as ------------- defined in the Purchase Agreement) complied in all material respects with the requirements of the Securities Exchange Act of 1933, (as amended (defined in the "Securities Act"), or the Exchange Act, as the case may be, Purchase Agreement) and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, except for the Exceptions, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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 for the Exceptions. The consolidated financial statements None of the Company included statements made in any such SEC Documents is currently required to be updated or amended under applicable law, except for the Exceptions. Since December 31, 1998, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition or results of operations or publicly-announced prospects of P-Com, except as clearly disclosed as such in the SEC Documents comply as filed with the SEC since December 31, 1998 and except for the Exceptions. The "Exceptions" are the necessity to form restate P-Com's financial statements for the matters and to the extent disclosed in all material respects with applicable accounting requirements P-Com's January 28, 1999 and October 28, 1999 press releases, and the published rules various writedowns, writeoffs and regulations of the SEC with respect thereto, have been prepared charges described in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule P-Com's Form 10-01 of Regulation S-X) 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 Q for the periods then quarter ended (subjectJune 30, in the case of unaudited interim financial statements, to normal recurring adjustments)1999.

SEC Documents. The Company URI has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "URI SEC Documents"). As of their respective dates, the URI 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 none of the SEC promulgated thereunder applicable to such URI SEC Documents, and none of the SEC Documents contained, as of such dates contained their respective dates, any untrue statement of a material fact or 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 consolidated financial statements of the Company URI included in the URI SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries URI as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company has furnished to each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997, and all documents that the Company was required to file, which it represents and warrants it did timely filed all required reportsfile, schedules, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1March 31, 1994 1997 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, 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 . The SEC Documents as of their respective dates, or such dates contained later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. The Company Parent has timely filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since January October 1, 1994 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC DocumentsDocu ments"). As of their respective dates, the Parent 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 Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Parent and its consolidated subsidiaries 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 financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company (i) Evergreen has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. (a) The Company has timely made available to Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since January 1May 31, 1994 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents")) including the Company 1998 Form 10-K, which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since May 31, 1997. As of their respective dates, 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 contained as of such their respective dates contained any untrue statement of a material fact or 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. . (b) The consolidated financial statements of the Company included in the Company SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal normal, recurring adjustments), none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. The Company has furnished to each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required to file, which it represents and warrants it did timely filed all required reportsfile, schedules, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since January 1March ------------ 31, 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange 1933 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 applicable. The SEC Documents as of their respective dates, or such dates contained later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. The Company HMA has timely made available to River Oaks a true, correct and complete copy of HMA's Annual Report on Form 10-K for the year ended September 30, 1996, quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, and definitive proxy statement for the annual meeting of shareholders of HMA held on February 18, 1997, all as filed all required reports, schedules, forms, statements and other documents by HMA with the SEC since January 1(collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "HMA SEC DocumentsDOCUMENTS"). As of their respective dates, the HMA SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and 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 HMA SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company HMA included in the HMA SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company HMA and its consolidated subsidiaries Subsidiaries as of at 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 financial statements, to normal recurring adjustments)ended.

SEC Documents. The Company Parent has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 Securities and Exchange Commission the (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As Parent has made available to the Sellers true, correct and complete copies of all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and final Proxy Statements included within the SEC Documents. All of the SEC Documents (other than preliminary material or material which was subsequently amended), as of their respective filing dates, complied in all material respects with all applicable requirements of the Act, and the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). None of the SEC Documents, as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement statements of a material fact or 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, except to the extent such statements have been amended, modified or superseded by later SEC Documents. The Parent's consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP, 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 financial statements, to normal recurring year-end adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements (a) All reports and other documents with filed or furnished by the SEC since January 1Issuer pursuant to the Exchange Act through the SEC's Electronic Data Gathering, 1994 Analysis and Retrieval system prior to the date hereof (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsFilings")) are publicly available for viewing by Purchaser. As The Issuer has filed all filings required of their respective datesthe Issuer pursuant to the Exchange Act for the period from and after January 3, 2008. All of the SEC Documents Filings made from and after January 3, 2008 complied in all material respects with the requirements of the Securities Exchange 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 as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a any 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. , except to the extent that information contained in any such document has been revised or superseded by a later filed SEC Filing. (b) The consolidated financial statements of the Company Issuer included in the annual report on Form 10-KSB for the year ended December 31, 2007 (the "Annual Report"), the Current Report on Form 8-K filed with the SEC Documents comply as to form in all material respects with applicable accounting requirements on January 3, 2008 (the "Super 8-K") and the published rules and regulations of quarterly report on Form 10-Q for the SEC with respect theretosix months ended June 30, 2008 (the "Quarterly Report"), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"except (i) (except as may be indicated in the notes thereto oror otherwise, in or (ii) as to the case of unaudited interim financial Quarterly Report, to the extent it may exclude footnotes or may include condensed or summary statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Issuer as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end adjustments).

SEC Documents. The Company (a) Since December 31, 2017, the Purchaser has timely filed with, or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, forms, statements, schedules, forms, statements certifications and other documents required to be filed with or furnished to, as applicable, the SEC since January 1by the Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, 1994 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "Purchaser SEC Documents"). As of their respective dates, or if amended, as of the date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as and the case may beXxxxxxxx-Xxxxx Act of 2002 (to the extent then applicable), and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted 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 misleading in any material respect. (b) Each of the consolidated financial statements of the Company included Purchaser (including, in each case, any related notes thereto) contained in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (i) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and (ii) fairly present, presents in all material respects, as applicable, the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their the Purchaser's and its Subsidiaries' operations and cash flows for the periods then ended indicated (subjectexcept, in the case of each of sub-clauses (i) and (ii), that the Purchaser's unaudited interim financial statements, statements were subject to normal recurring adjustmentsyear-end and quarter-end adjustments and to the absence of certain footnotes).

SEC Documents. The Company Panther has timely filed with the Securities and Exchange Commission (the "COMMISSION") all required reports, schedules, forms, statements and other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the rules or regulations promulgated thereunder to be filed by Panther in each case in the form and with the SEC since January 1substance prescribed by either such Act or such rules or regulations (collectively, 1994 (such reportsand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS")) including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), 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 Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such the SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Panther included in all SEC Documents, including any amendments thereto (the "SEC Documents comply FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, have been as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (throughout all such periods, except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) 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 financial statements, to normal recurring adjustmentsdisclosed on Schedule 5.7(c).. -40-

SEC Documents. The Company (a) Since December 13, 1995, the Purchaser has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 required to be filed under the Securities Act or the Exchange Act (such reportsdocuments filed with the SEC on or before January 15, schedules, forms, statements and other documents are hereinafter 1997 referred to herein as the "Purchaser SEC Documents"). As of their respective dates, (i) the Purchaser 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 (ii) none of the Purchaser SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Purchaser included in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company Tristar has timely filed all required reportsprovided to Seller its Registration Statement on Form S-8, schedulesAnnual Report on Form 10-K for the year ended August 29, forms1998, statements Quarterly Reports on Form 10-Q for the quarters ended November 28, 1998, February 27, 1999 and other documents May 29, 1999, and its proxy statement with respect to the SEC since January 1Annual Meeting of Stockholders held on February 10, 1994 1999, Form 10-Q/A for the quarter ended May 29, 1999 and Form 8-K dated March 15, 1999 (such reports, schedules, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC DocumentsDOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 as of such dates contained any untrue statement of a material fact or 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. No event has occurred since the filing of the SEC Documents not disclosed in the SEC Documents that, to the Best Knowledge of the Tristar Parties, could reasonably have a Material Adverse Effect on Tristar. The consolidated financial statements of the Company Tristar included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Tristar and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, except in the case of unaudited interim period financial statementsinformation, to for normal recurring year-end adjustments).

SEC Documents. (a) The Company has filed or furnished on a timely filed basis all required reports, schedules, forms, statements statements, and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1on or after April 30, 1994 2011 (such reports, schedules, forms, statements statements, and other documents are being hereinafter referred to as the "“SEC Documents"”). 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"”), the Exchange Act or the Exchange ActXxxxxxxx-Xxxxx Act of 2002, 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 as of such dates contained any untrue statement statements of a material fact or 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 amended or superseded by a later filing prior to the date hereof. As of the date hereof, there are no material outstanding or unresolved written comments received from the SEC with respect to any of the SEC Documents. (b) The consolidated financial statements (including any related notes and schedules) of the Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end audit adjustments). (c) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by the Company in the SEC Documents is recorded and reported on a timely basis to the individuals responsible for the preparation of the SEC Documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since April 30, 2011, the Company has disclosed 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 reporting (as defined in Rule 13a-15(f) of the Exchange Act) that were Known to the Company and (B) any fraud or allegation of fraud Known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Since April 30, 2011, (i) to the Knowledge of the Company, none of the Company or any of its Subsidiaries or any of their directors or executive officers has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company, any committee thereof or to any executive officer of the Company evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, directors or employees.

SEC Documents. The (i) Company has timely filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since January 1, 1994 1993 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ; (ii) 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 ; and (iii) the consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles principals (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company YGYI has filed on a timely filed basis all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, 1994 as amended (such reportsthe “1934 Act”), schedules, forms, statements and other documents are hereinafter referred including material filed pursuant to as Section 13(a) or 15(d) (the "“SEC Documents"”). 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 “1933 Act"), ”) or the Exchange Act, 1934 Act as the case may be, be and the 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company YGYI included in the SEC Documents 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, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"except (i) (except as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries YGYI 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 financial statements, to normal recurring year end audit adjustments).

SEC Documents. (i) The Company has timely filed all required reports, -------------- schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1994 2003 (such reports, schedules, --- forms, statements and other documents are hereinafter referred to as the "SEC --- Documents"). As ; (ii) 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 19331934, as amended (the "Securities Exchange 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 as of such dates contained any untrue statement statements of a material fact or 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, 4 not misleading. The ; and (iii) in all material respects, (a) the consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and (c) present 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The (a) Since January 1, 1997, the Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"). . (b) As of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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. . (c) The consolidated financial statements of the Company and its Subsidiaries included in the SEC Documents (the "FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited interim financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company TMW has timely filed all required reports, schedules, forms, ------------- statements and other documents with the SEC since January 130, 1994 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "TMW SEC Documents"). As of their respective dates, the TMW 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 TMW SEC Documents, and none of the TMW SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company TMW included in the TMW SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of the Company TMW 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 financial statements, to normal recurring adjustmentsyear-end audit adjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. The Company (a) PAHOC has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since January 1December 31, 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "PAHOC SEC DocumentsReports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the PAHOC SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 as of such dates contained ii) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of PAHOC included in or incorporated by reference into the PAHOC SEC Documents comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"schedules) (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, presents the consolidated financial position of the Company PAHOC and its consolidated subsidiaries PAHOC Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of PAHOC included in or incorporated by reference into the PAHOC SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of PAHOC and PAHOC Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments 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, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Company Parent has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since January 1August 6, 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC DocumentsReports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Documents Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 as of such dates contained b) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of Parent included in or incorporated by reference into the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"schedules) (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, presents the consolidated financial position of Parent and the Company and its consolidated subsidiaries Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments that 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 and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Company (a) Since April 1, 2010, the Purchaser has timely filed with, or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, forms, statements, schedules, forms, statements certifications and other documents required to be filed with or furnished to, as applicable, the SEC since January 1by the Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, 1994 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Purchaser SEC Documents"”). As of their respective dates, or if amended, as of the date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (amended, the "Securities Act"), or the Exchange ActAct of 1934, as the case may beamended, and the rules and regulations Xxxxxxxx-Xxxxx Act of 2002, as amended (to the SEC promulgated thereunder applicable to such SEC Documentsextent then applicable), and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted 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 misleading in any material respect. (b) Each of the consolidated financial statements of the Company included Purchaser (including, in each case, any related notes thereto) contained in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (i) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved and ("GAAP"ii) (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, presented in all material respects, as applicable, the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their the Purchaser’s and its Subsidiaries’ operations and cash flows for the periods then ended indicated (subjectexcept, in the case of each of sub-clauses (i) and (ii), that the Purchaser’s unaudited interim financial statements, statements were subject to normal recurring year-end and quarter-end adjustments, which were not material).

SEC Documents. The Company has timely filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since January 1December 17, 1994 1997 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company (i) Except as set forth in SCHEDULE 3.2(d), Parent has timely filed all required forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1its inception required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations promulgated thereunder (collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "PARENT SEC DocumentsDOCUMENTS"). As Except as set forth in SCHEDULE 3.2(d), each of the Parent SEC Documents was prepared in accordance, and complied as of their respective datesfiling dates in all material respects, the SEC Documents complied with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations promulgated thereunder, and, at the time of filing (or if amended or superceded by a subsequent filing, then on the SEC promulgated thereunder applicable to date of such SEC Documentssubsequent filing), and none of the Parent SEC Documents as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or 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. . (ii) The consolidated financial statements (including the notes thereto) of the Company Parent included in the Parent SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles Parent's books and records and in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") (except as may be have been indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Parent as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods period then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustments)ended.

SEC Documents. The Company has furnished to each Investor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, excluding exhibits, and, upon request, all documents that the Company was required to file, which it represents and warrants it did timely filed all required reportsfile, schedules, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1994 1998 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, 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 . The SEC Documents as of their respective dates, or such dates contained later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. The Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 128, 1994 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1996 (such reportscollectively, schedulesand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, formsas amended, statements and other documents are hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements (including footnotes) of the Company included in the SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may be specifically indicated in the notes thereto orthereto), in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations income, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustments)ended.

SEC Documents. (i) The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since relating to periods commencing on or after January 1, 1994 1997 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely furnished Investor with a true, correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by La Petite (or its predecessor) with the SEC since January 1Securities and Exchange Commission ("SEC") on or after August 26, 1994 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"), which are all the documents (other than preliminary material) that La Petite (or its predecessor) was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, the SEC Documents complied 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 as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of La Petite (or its predecessor) as of the Company fiscal years ended August 26, 1995, August 31, 1996 and August 30, 1997, included in the SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved ("GAAP") (except as may be have been indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respects, the consolidated case of the unaudited statements to normal audit adjustments) the financial position of the Company and its consolidated subsidiaries La Petite as of at the dates thereof and the consolidated its results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustments)ended.

SEC Documents. The Company Buyer has filed on a timely filed basis all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 2003 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "“SEC Documents"”). 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 applicable to such the SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Buyer 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 the interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has timely filed all documents that the Company was required reports, schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31 , 1994 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 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 applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal normal, recurring adjustments).

SEC Documents. The Company Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since January 1, 1994 1995 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsExcel Reports"). As of their respective dates, the SEC Documents Excel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 as of such dates contained ii) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of Excel included in or incorporated by reference into the SEC Documents comply as to form Excel Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Excel and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Excel included in or incorporated by reference into the Excel Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Excel and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments 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 or in the notes thereto and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. The Company Since June 30, 1997, Buyer has timely filed all required -------------- reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Buyer SEC --------- Documents"). As of their respective dates, the Buyer 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 Buyer SEC Documents, and none of the no Buyer SEC Documents Document when filed (as of such dates amended and restated and as supplemented by subsequently filed Buyer SEC Documents) contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Buyer included in the Buyer SEC Documents comply complied as to form 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 with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Buyer 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 financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Since August 2, 1995, the Company has timely filed with the Securities and Exchange Commission (the "SEC") all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since January 1(collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS") required to be filed by it pursuant to the Securities Exchange Act of 1934 (xxx "XXXXXXXX XXX"). As Xx 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 applicable to such SEC Documentsthereunder, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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 consolidated As of their respective dates, the financial statements of the Company included in the SEC Documents comply (the "FINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved . Except ("GAAP"i) (except as may be indicated in the notes thereto or, to the Financial Statements or (ii) in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 of Regulation S-X) QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied and fairly present, present in all material respects, 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 consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end adjustments). Other than liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, there are no liabilities of the Company or the Subsidiary, whether absolute, contingent or otherwise, which have not been reflected in the Financial Statements, which liabilities, individually or in the aggregate, are material to the financial condition or operating results of the Company.

SEC Documents. The Company Except as set forth in Schedule 5.8 hereto, the ------------- ------------ Acquiror has timely filed all documents required reports, schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")1996. 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any included an untrue statement of a material fact or 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 consolidated financial statements of the Company Acquiror included in the SEC Documents comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company PTI has timely made available to MicroLegend a true, correct and complete copy of PTI's Annual Report on Form 10-K for the year ended December 31, 1998, quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, and definitive proxy statement for the Annual Meeting of Stockholders of PTI held on June 8, 1999, all as filed all required reports, schedules, forms, statements and other documents by PTI with the SEC since January 1(collectively, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "PTI SEC Documents"). As of their respective dates, the PTI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and 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 PTI SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company PTI included in the PTI SEC Documents are complete, accurate and comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles American GAAP applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company PTI and its consolidated subsidiaries Subsidiaries as of at 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 financial statements, to normal recurring adjustments)ended.

SEC Documents. The Company Buyer has timely provided to Seller its Annual Report on Form 10-K for the year ended December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, and its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and any registration statements filed all required reportssince December 31, schedules, forms, statements and other documents with the SEC since January 1, 1994 1998 (such reports, schedules, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"). As of their respective ------------- dates, except as otherwise disclosed in writing to Seller, 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 Commission promulgated thereunder there under applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. Since June 30, 1999, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited interim financial statementsBuyer and its subsidiaries, to normal recurring adjustments)taken as a whole.

SEC Documents. The During the one (1) year prior to the date hereof, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, 1994 (such reports, schedules, forms, statements notes and other schedules thereto and documents are hereinafter incorporated by reference therein being referred to herein as the "“SEC Documents"”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities 1934 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 the SEC Documents, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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 consolidated As of their respective dates, the financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. 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 ("GAAP"except (i) (except as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments which will not be material, either individually or in the aggregate).

SEC Documents. The Company has timely filed all reports required reportsto be filed by it under the Securities Exchange Act of 1934, schedulesas amended (the "EXCHANGE ACT"), formsincluding, statements and other documents with pursuant to Section 13(a) or 15(d) thereof, for the SEC since January 1, 1994 three years preceding the date hereof (such reports, schedules, forms, statements and other documents are hereinafter the foregoing materials being collectively referred to herein as the "SEC DocumentsDOCUMENTS"), 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 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 of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 misleadingthereunder. The consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q for the quarter ended November 30, 1998, there has been no event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Purchasers by the Company.

SEC Documents. Financial Statements. The Company has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1under of the Securities Exchange Act of 1934, 1994 as amended (such reports, schedules, forms, the "1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and other schedules thereto and documents are incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective xx xxxxx xxxxxxxxve dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included disclosed in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved ("GAAP"except (i) (except as may be otherwise indicated in such Financial Statements or the notes thereto orthereto, or (ii) in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since January 1, 1994 1995 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the 31 "SEC DocumentsExcel Reports"). As of their respective dates, the SEC Documents Excel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 as of such dates contained ii) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of Excel included in or incorporated by reference into the SEC Documents comply as to form Excel Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Excel and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Excel included in or incorporated by reference into the Excel Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Excel and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments 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 or in the notes thereto and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. The Company IES has timely made available to IPW a true and complete copy of each report, schedule and registration statement filed all required reports, schedules, forms, statements and other documents by IES with the SEC since January 1, 1994 1995 (as such reportsdocuments have since the time of their filing been amended, schedules, forms, statements and other documents are hereinafter referred to as the "IES SEC Documents")) which are all the documents (other than preliminary material) that IES was required to file with the SEC since that date. As of their respective dates, the IES SEC Documents complied in all material aspects 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 IES SEC Documents, and none of the IES SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company IES included in the IES SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) 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 present (subject, in the case of the unaudited interim statements to normal, recurring audit adjustments) the consolidated results of its operations and cash flows (or changes in financial statements, position prior to normal recurring adjustmentsthe approval of Statement of Financial Accounting Standards Number 95 ("FASB 95")) for the periods then ended.

SEC Documents. The Company has filed, on a timely filed basis, all required reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC since January 1SEC, 1994 pursuant to the reporting requirements of the Securities Exchange Act of 1934, including material filed pursuant to Section 13(a) or 15(d) (such reports, schedules, forms, statements and other documents are hereinafter all of the foregoing including filings incorporated by reference therein being referred to herein as the "“SEC Documents"”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities 1934 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and other federal, state and local laws, rules, and regulations applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted or failed 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 included in the SEC Documents 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, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"except (i) (except as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed or summary statements) and fairly present, present in all material respects, 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 financial statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company BUYER FINANCIAL STATEMENTS. Peregrine has timely filed all required forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1and has furnished or made available to the Sellers and the Partners true and complete copies of its Annual Report on Form 10-K for the fiscal year ended March 31, 1994 1998 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"), which Peregrine has filed with the SEC under the Exchange Act. As of their respective filing 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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. The consolidated financial statements of Peregrine, including the Company notes thereto, included in the SEC Documents (the "BUYER FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC), and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof Buyer and the consolidated results of their its operations and cash flows as of the respective dates and for the periods then ended indicated therein (subject, in the case of unaudited interim financial statements, to normal recurring audit adjustments). There has been no change in Peregrine's accounting policies except as described in the notes to the Buyer Financial Statements.

SEC Documents. The Company (a) Since January 1, 2012, the Purchaser has timely filed with, or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, forms, statements, schedules, forms, statements certifications and other documents required to be filed with or furnished to, as applicable, the SEC since January 1by the Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, 1994 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Purchaser SEC Documents"”). As of their respective dates, or if amended, as of the date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules Xxxxxxxx-Xxxxx Act (to the extent then applicable) and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted 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 misleading in any material respect. (b) Each of the consolidated financial statements of the Company included (including, in each case, any related notes thereto) contained in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and Documents, including each Purchaser SEC Document filed after the published rules and regulations of date hereof until the SEC with respect theretoClosing, have been (i) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved and ("GAAP"ii) (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, presented in all material respects, as applicable, the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their the Purchaser’s and its Subsidiaries’ operations and cash flows for the periods then ended indicated (subjectexcept, in the case of each of sub-clauses (i) and (ii), that the unaudited interim financial statements, statements were subject to normal recurring year-end and quarter-end adjustments, which were not material).

SEC Documents. The Company Partnership has timely filed with the Commission all required reports, schedules, forms, schedules and statements and other documents with required to be filed by it under the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied with the requirements of Exchange Act or the Securities Act since December 31, 2012 on a timely basis (all such documents filed on or prior to the date of 1933this Agreement, as amended (collectively, the "Securities Act"“SEC Documents”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such . The SEC Documents, including any audited or unaudited financial statements and none of the SEC Documents as of such dates contained any untrue statement of a material fact notes thereto or omitted to state a material fact required to be stated therein or necessary in order to make the statements schedules included therein, in light at the time filed, (other than with respect to (d), except to the extent corrected or amended by a subsequently filed SEC Document filed prior to the date of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply this Agreement) (a) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (b) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation Sthe Commission), (c) fairly present (subject in the case of unaudited statements to normal, recurring and year-Xend audit adjustments) and fairly present, in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Partnership as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended ended, and (subjectd) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the case of unaudited interim financial statementscircumstances in which they were made, not misleading. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to normal recurring adjustments)the Partnership and has not resigned or been dismissed.

SEC Documents. The Company HOLL has timely filed all Securities and Exchange Commission Documents (thx "XEC Documents") required reports, schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1994 1999 pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsExchange Act"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 the SEC Documents, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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 consolidated As of their respective dates (or as amended), the financial statements of the Company HOLL included in the SEC Documents comply complied as to form in all material materxxx respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . 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 ("GAAP"except (i) (except as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries HOLL as of the dates thereof and the consolidated results of their its operations and cash xxxx flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments and subject, where applicable, to amendments to such financial statements included in the SEC Documents).

SEC Documents. The Company Allied has timely filed all required ------------- reports, schedules, forms, statements and other documents with the SEC since January 1January, 1994 1998 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Allied included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP") presented (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company Allied and its consolidated subsidiaries Allied 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 financial statements, to normal recurring year-end audit adjustments)) in accordance with GAAP.

SEC Documents. The Company has timely As of their respective filing dates, all reports filed all required reportson or after March 9, schedules, forms, statements and other documents 2004 by Parent with the SEC since January 1Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, 1994 as amended (such reports, schedules, forms, statements and other documents are hereinafter the “Exchange Act”) (collectively referred to as the "“SEC Documents"”). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or 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 document subsequently filed with the SEC. The consolidated financial statements of Parent, including the Company notes thereto, included in the SEC Documents comply (the “Parent Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and presented fairly present, in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of Parent at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal and recurring audit adjustments).

SEC Documents. The Company Neoprobe has timely made available to the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Neoprobe with the SEC since January 1, 1994 1995 (as such reportsdocuments have since the time of their filing been amended, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")) which are all the documents (other than preliminary material) that Neoprobe was required to file with the SEC since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, Documents and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a statement of 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 Neoprobe included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Neoprobe 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 financial statements, to normal recurring adjustments)ended.

SEC Documents. The Company PHP has timely filed all required reports, schedules, ------------- forms, statements and other documents with the SEC Securities and Exchange Commission since January 1April 30, 1994 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As All of the SEC Documents --------------- (other than preliminary material or material which was subsequently amended), as of their respective filing dates, the SEC Documents complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (amended, and the "Securities Act"), or the Exchange ActAct of 1934, as the case may beamended, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none . None of the SEC Documents Documents, as of such dates their respective dates, contained any untrue statement statements of a material fact or 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, except to the extent such statements have been amended, modified or superseded by later SEC Documents. The PHP's consolidated financial statements of the Company included in the SEC Documents comply complied, as to form in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 promulgated under the Exchange Act) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP, 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 financial statements, to normal recurring adjustmentsadjustments that would be made in the course of an audit and that would not be material). Since April 30, 1997, no Material Adverse Change has occurred in the business, assets, liabilities, condition (financial or other) or results of operations of PHP.

SEC Documents. The Since January 1, 1999, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, and in all material respects, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustments).

SEC Documents. The Company Spice has timely made available to MXP a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Spice with the SEC since January 1December 31, 1994 1995 and prior to or on the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Spice SEC Documents"), which are all the documents (other than preliminary material) that Spice was required to file with the SEC between December 31, 1995 and the date of this Agreement. As of their respective dates, the Spice 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 Spice SEC Documents, and none of the Spice SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Spice included in the Spice SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements 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 GAAP (subject, in the case of the unaudited interim financial statements, to normal normal, recurring adjustments)., none of which are material) the consolidated financial

SEC Documents. (a) The Company has timely filed or furnished all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by the Company (the “SEC since January 1Documents”). As of their respective dates of filing, 1994 (such reportsi) the SEC Documents complied as to form, and all reports schedules, forms, statements and other documents are hereinafter referred required to as the "SEC Documents"). As of their respective dates, be filed with the SEC Documents complied after the date hereof will comply as to form, in all material respects with the requirements of the Securities Act of 1933, as amended (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 Documentsthereto, and (ii) except to the extent amended or superseded by a subsequent filing with the SEC, none of the SEC Documents as contained (and none of such dates contained the reports schedules, forms, statements and other documents required to be filed with the SEC after the date hereof will contain) any untrue statement of a material fact or omitted 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 included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) 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 financial statements, to normal recurring adjustments).

SEC Documents. CGPN hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Registration Statement on Form 10SB as filed on November 11, 1999, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, 2003, 2002, and 2001 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, 2004, 2003, 2002, 2001, June 30, 2004, 2003, 2002, 2001, September 30, 2004, 2003, 2002, 2001, and any amendments thereto; and (d) Current Reports on Form 8K filed in 2001 through the date of Closing. The Company has timely filed SEC Documents constitute all of the documents and reports that CGPN was required reports, schedules, forms, statements and other documents to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since January 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")effectiveness of CGPN’s Form 10SB. 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 and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any an untrue statement of a material fact or 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 consolidated financial statements of the Company CGPN included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries CGPN as of the dates thereof and the its consolidated results statements of their operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal and recurring adjustmentsyear-end audit adjustments which were and are not expected to have a material adverse effect on CGPN, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of CGPN as of December 31, 2004, including the notes thereto, CGPN has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. The Company has timely furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since January February 1, 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since that date. As The SEC Documents, as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities ActEXCHANGE 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 as of such dates contained did not contain any untrue statement of a material fact or omitted 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 included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, for the absence of notes thereto or as permitted by Rule Form 10-01 QSB of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, the consolidated financial position of to normal, recurring audit adjustments) 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 financial statements, to normal recurring adjustments).ended. The Company has not received any management letters or draft

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries 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 financial statements, to normal recurring year-end audit adjustments)) in accordance with GAAP.

SEC Documents. The Company has timely filed all required reports, schedules, ------------- forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1994 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). 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 applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or 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 consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing the respective SEC Documents, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved ("GAAP") (except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company JMAR has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since January 1, 1994 1999 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsJMAR Reports"). As of their respective dates, the SEC Documents JMAR Reports (a) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, (the "Securities Laws") and none of the SEC Documents as of such dates contained (b) did not contain any untrue statement of a material fact or omitted 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 consolidated financial statements Each of the Company consolidated balance sheets of JMAR included in or incorporated by reference into the SEC Documents comply as to form JMAR Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries JMAR as of the dates thereof its date and each of the consolidated results statements of their operations operations, stockholders equity and cash flows of JMAR included in or incorporated by reference into the JMAR Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, stockholders equity or cash flows, as the case may be, of JMAR for the periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsthe absence of footnotes and to normal, year-end audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP, except as may be noted therein or in the notes thereto and except, in the case of the unaudited statements, as permitted by the Exchange Act.

SEC Documents. (a) The Company has timely made available to the Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since January 1December 31, 1994 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since December 31, 1997. 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 applicable to such SEC Documents, and none of the SEC Documents contained as of such their respective dates contained any untrue statement of a material fact or 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. . (b) The consolidated financial statements of the Company included in the SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal normal, recurring adjustments), none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. The Company Parent has timely filed all required reports, schedules, forms, statements and other documents SEC Documents (the "Parent SEC Documents") with the SEC since January 1, 1994 (such reports1998. To Parent's knowledge, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the Parent 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 Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or 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 consolidated financial statements of the Company Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present 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 for the periods then ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustmentsyear-end audit adjustments and other adjustments described therein).

SEC Documents. (i) The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since January 1November 30, 1994 (such reports, schedules, forms, statements and other documents filed and/or required to be filed are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied 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 as of such dates contained any untrue statement of a material fact or 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 ; and (iii) the consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 Item 310 of Regulation S-XB) and fairly present, in all material respects, present 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 financial quarterly statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company FSC has timely previously furnished to MOXY true and complete copies of the following (collectively, the "FSC SEC Documents"): (a) FSC's Annual Report on Form 10-K filed all required reportswith the SEC for the year ended December 31, schedules1997; (b) FSC's Quarterly Reports on Form 10-Q filed with the SEC for the quarter ended March 31, forms, statements and other documents 1998; (c) each definitive proxy statement filed by FSC with the SEC since January 1December 22, 1994 1997; (such d) each final prospectus filed by FSC with the SEC since December 22, 1997, except any final prospectus included in a registration statement on Form S-8; (e) all Current Reports on Form 8-K filed by FSC with the SEC since December 22, 1997; and (f) all of its other reports, schedulesstatements, formsschedules and registration statements filed with the SEC since December 22, statements and other documents are hereinafter referred to as the "SEC Documents")1997. As of their respective dates, the such FSC SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted 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 of the Company and unaudited consolidated interim financial statements included in the FSC SEC Documents comply as to form in all material respects with applicable accounting requirements (including any related notes and schedules) present fairly the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of the Company FSC and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited interim financial period statements, to normal recurring year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 31, 1997, FSC has timely filed all reports, registration statements and other filings required to be filed by it with the SEC.