Common use of SEC Filings and Financial Statements Clause in Contracts

SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. (a) The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Act, Exchange Act of 1934or other federal securities laws since January 1, as amended 2010 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“). As of their respective dates, or, if applicable, the dates such SEC Reports were amended or the information therein was revised or superseded in later-filed SEC Reports prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933or Exchange Act, as amended (the "Securities Act") case may be, and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2011 (including the same may related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP“) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as at the dates thereof or for the periods then ended, subject, presented therein. There has been no material change in the case Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP or any applicable Law, except as described in the notes thereto. There has been no correspondence between the SEC and the Company since January 1, 2010, other than correspondence which is publicly available. To the Knowledge of unaudited statementsthe Company, there are no material unresolved comments received from the SEC staff with respect to normalthe SEC Reports on or prior to the date hereof. To the Knowledge of the Company, year-end audit adjustmentsnone of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation.

SEC Filings and Financial Statements. (a) The Company has filed with, or furnished to, the SEC, all reports required to be filed by it under Company SEC Documents. Except as set forth in Section 4.5(a) of the Securities Exchange Act of 1934Company Disclosure Letter, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesdates or, if amended or supplemented, as of the date of the last such amendment or supplement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended Documents (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Each of the consolidated financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company included in the SEC Reportsand its consolidated Subsidiaries and comply, as of their respective dates of filing with the same may have been amended or superseded by a subsequently filed SEC ReportSEC, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal and recurring year-end audit adjustmentsadjustments that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company).

SEC Filings and Financial Statements. The Company (a) Purchaser has filed with, or furnished to, the SEC all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "Purchaser SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments. As of their respective dates, the Purchaser SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereundercase may be, applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Reports 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, unless such information contained in any Purchaser SEC Document has been corrected by a later-filed Purchaser SEC Document. The financial statements of the Company Purchaser included in the Purchaser SEC Reports, Documents comply as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States 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 otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the financial position of the Company Purchaser 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 statements, to normal, the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

SEC Filings and Financial Statements. The Company Corning has filed or furnished with the United States Securities and Exchange Commission (“Commission”) all reports reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933since January 1, as amended 2012 (all such documents, collectively, the "Securities Act"“Corning SEC Documents”). The Corning SEC Documents, at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered Corning SEC Document), (i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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, therein (in the light of the circumstances under which they were made, ) not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply misleading and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations Securities Act, as applicable. All of the Commission with respect thereto as audited financial statements and unaudited interim financial statements of Corning included in effect the Covered Corning SEC Documents (the “Corning Financial Statements”), at the time of filing. Such financial statements have been filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered Corning SEC Document), (a) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (b) fairly present (subject in the case of unaudited statements to normal, year-end recurring and yearend audit adjustments) in all material respects the financial position and results of operations of Corning taken as a whole as of the dates and for the periods indicated.

SEC Filings and Financial Statements. The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since April 1, 2006 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Company SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).

SEC Filings and Financial Statements. (a) The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Act, Exchange Act of 1934or other federal securities laws since January 1, as amended 2010 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late). As of their respective dates, or, if applicable, the dates such SEC Reports were amended or the information therein was revised or superseded in later-filed SEC Reports prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933or Exchange Act, as amended (the "Securities Act") case may be, and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany's Annual Report on Form 10-K for the fiscal year ended December 31, as 2012 (including the same may related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as at the dates thereof or for the periods then ended, subject, presented therein. There has been no material change in the case Company's accounting methods or principles that would be required to be disclosed in the Company's financial statements in accordance with GAAP or any applicable Law, except as described in the notes thereto. There has been no correspondence between the SEC and the Company since January 1, 2010, other than correspondence which is publicly available. To the Knowledge of unaudited statementsthe Company, there are no material unresolved comments received from the SEC staff with respect to normalthe SEC Reports on or prior to the date hereof. To the Knowledge of the Company, year-end audit adjustmentsnone of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation.

SEC Filings and Financial Statements. The (a) Since December 31, 2007, the Company and each of its Subsidiaries that is required to do so has filed or furnished all forms, documents and reports required to be filed by it or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, the “SEC Filings”). Except as set forth in Section 3.5(a) of 1934the Disclosure Schedule, (i) each of the SEC Filings, in each case as of its filing date, or, if amended, as finally amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extension other than its Annual Report on Form 10-K for this Agreement (with respect to those SEC Filings filed prior to the fiscal year ended April 30date hereof) or prior to the Closing Date (with respect to those SEC Filings filed after the date hereof), 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31has complied or, 2009 and October 31if not yet filed or furnished, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and (ii) none of the SEC Reports Filings, when filed as finally amended prior to the date hereof (with respect to those SEC Filings filed prior to the date hereof) or prior to the Closing Date (with respect to those SEC Filings filed after the date hereof) contained or, if not yet filed or furnished, will contain 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 financial statements Except for the Advisory Entity, none of the Company included in Company’s Subsidiaries is required to file periodic reports with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations respect to any of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsSEC Filings.

SEC Filings and Financial Statements. The (a) Since August 28, 2009, the Company and each of its Subsidiaries that is required to do so has filed or furnished, on a timely basis, all forms, documents and reports required to be filed by it or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, the “SEC Filings”). Each of 1934the SEC Filings, in each case as of its filing date, as finally amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extension other than its Annual Report on Form 10-K for this Agreement (with respect to those SEC Filings initially filed prior to the fiscal year ended April 30date hereof) or prior to the Closing Date (with respect to those SEC Filings initially filed after the date hereof), 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31has complied or, 2009 and October 31if not yet filed or furnished, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none Act. None of the SEC Reports Filings, when filed as finally amended prior to the date hereof (with respect to those SEC Filings initially filed prior to the date hereof) and when filed prior to the Closing Date (with respect to those SEC Filings initially filed after the date hereof) contained or, if not yet filed or furnished, will contain, 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 financial statements None of the Subsidiaries of the Company included in is required to file periodic reports with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations respect to any of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsSEC Filings.

SEC Filings and Financial Statements. (a) The Company Purchaser has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since June 22, as amended (the "Exchange Act")2017, including pursuant to Section 13(a) together with any amendments, restatements or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or supplements thereto. The Purchaser has received a valid extension of such time of filing and has filed any such SEC Reports prior provided to the expiration of any such extension other than Seller, in the form filed with the SEC, except to the extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 2017 and its Quarterly Reports Report on Form 10-Q for the fiscal quarters quarter ended July March 31, 2009 2018 and October 31(ii) the Prospectus, 2009all registration statements and other forms, each of which were reports and documents filed late. As of their respective datesby the Purchaser with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) and (ii) above being collectively, the “Purchaser SEC Reports”). The Purchaser SEC Reports complied were, and the Additional Purchaser SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Purchaser SEC Reports did not, and none of the Additional Purchaser SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained (i) in any Purchaser SEC Report or (ii) in any Additional Purchaser SEC Report is superseded by a later timely filed Additional Purchaser SEC Report) has been superseded by a later timely filed the Purchaser SEC Report) 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company has heretofore filed all reports (or, with respect to forms, reports, statements, schedules and other materials required to be filed by it under after the Securities date hereof, will file) all forms, reports, statements, schedules and other materials with the SEC required to be filed pursuant to the Exchange Act of 1934or other federal securities laws since October 1, as amended 2001 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late). As of their respective dates, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and other federal securities laws and to the rules and regulations best knowledge of the Commission promulgated thereunderCompany, and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company (the "2003 Financial Statements") included in the SEC ReportsCompany's Annual Report on Form 10-K for the fiscal year ended December 31, as 2003 (including the same may related notes thereto) and the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004 (including the related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since January 1, as amended 2005 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (including the related notes thereto), as such report was amended on September 21, 2006, the same may Company’s Quarterly Reports on Forms 10-Q for the periods ended March 31, 2006, as such report was amended on September 21, 2006, and June 30, 2006 and September 30, 2006 (including, in each case, the related notes thereto), and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at of the time of filing. Such financial statements date filed, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other Securities Laws since January 1, as amended 2007 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their the respective datesdates such documents were filed or furnished, as the case may be, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules other Securities Laws and regulations did not contain, as of the Commission promulgated thereunderrespective dates such documents were filed or furnished, and none of as the case may be (except to the extent amended or superseded by a subsequent filing with the SEC Reports contained that is publicly available prior to the date hereof) 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2008 (including the same may related notes thereto) and in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2009 and June 30, 2009 (including the related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from the books and records of the Company and the Company Subsidiaries, comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates thereof or for the periods then endedpresented therein, as applicable (subject, in the case of unaudited quarterly financial statements, to normal, normal year-end audit adjustments).

SEC Filings and Financial Statements. The Company has Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all reports amendments thereof and supplements thereto) required to be filed by it under Parent or any of its Subsidiaries pursuant to the Securities Exchange Act of 1934with the SEC since January 1, 2020 (such documents and the documents furnished to the SEC since January 1, 2020, as amended (or supplemented and to the "Exchange Act")extent publicly available, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Parent SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent SEC Reports, and, to the knowledge of Parent, none of the Parent SEC Reports is subject to ongoing SEC review. Except as set forth on Schedule 4.07, the audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes and schedules thereto) included in the Parent SEC Reports, as Reports at the same may have been amended time they were filed or superseded by a subsequently filed SEC Report, comply furnished (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that with respect to unaudited statements as permitted by Form 10-Q of the SEC) and (iii) fairly present (subject, in the case of the unaudited interim financial statements may not contain footnotes required by GAAPincluded therein, to normal year-end adjustments and fairly present the absence of complete footnotes) in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject, . Parent is a “well-known seasoned issuer” as defined in Rule 405 under the case Securities Act and is eligible to file an automatically effective resale registration statement on Form S-3 pursuant to the Securities Act in accordance with the requirements of unaudited statements, Form S-3 and all other applicable rules of the Securities and Exchange Commission. The 2021 Registration Statement is currently effective under the Securities Act and will remain effective upon the filing of the prospectus supplement referred to normal, year-end audit adjustmentsin Section 5.08(a). The 2021 Registration Statement does not and will not contain an 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 not misleading.

SEC Filings and Financial Statements. The Company (a) Parent has filed all reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it Parent with the SEC under the Securities Exchange Act of 1934, as amended (or the "Exchange Act"), including pursuant Securities Act since Parent’s incorporation to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof of this Agreement, together with any amendments, restatements or supplements thereto (or such shorter period as the Company was required by law to file such material) (all of the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of this Agreement, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional Parent SEC Reports”). All Parent SEC Reports, Additional Parent SEC Reports, any such extension correspondence from or to the SEC or NASDAQ (other than its Annual Report on Form 10such correspondence in connection with the initial public offering of Parent) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Xxxxxxxx-K for Xxxxx Act with respect to any of the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesforegoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (XXXXX) in full without redaction. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. The Parent SEC Reports complied were, and the Additional Parent SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Parent SEC Reports did not, and none of the Additional Parent SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports contained 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 financial Certifications are each true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Each director and executive officer of Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section 16(a) of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Exchange Act and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsthereunder.

SEC Filings and Financial Statements. The Company has ------------------------------------ heretofore timely filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since February 25, as amended 1999 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late). As of their respective datesdates (or the date of any amendment thereto, if applicable), the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and other federal securities laws and to the rules and regulations knowledge of the Commission promulgated thereunderCompany, and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (including the related notes and schedules thereto) and the financial statements of the Company (the "June 2000 Financial Statements") included in the Company's Report on Form 10-Q for the six-month period ended June 30, 2000 (including the related notes and schedules thereto) were prepared from, and were, as of their respective dates, in accordance with, the same may have been amended or superseded by a subsequently filed SEC Reportbooks and records of the Company, comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects presented, as of their respective dates, the financial position of the Company as of and for the dates thereof and the results of operations and cash flows of the Company as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. The Company Featherlite has filed heretofore furnished to Xxxxxxxx Motorcoach and the Shareholders copies of all reports required to be SEC Reports filed by it under Featherlite with the Securities Exchange Act SEC on or after January 1, 1998. Each of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied was complete and correct in all material respects with the requirements as of the Securities Act of 1933its effective date and, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderits effective date, and none of the SEC Reports 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 in which they were made, not misleading. The financial statements of Featherlite and the Company included notes thereto contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Reports are correct and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, complete and fairly present in all material respects the combined financial position of the Company Featherlite and its subsidiaries as of and for the respective dates thereof and the results of operations and cash flows for the periods then ended, subjectexcept as disclosed therein or in the notes thereto or in the explanations thereof contained in the SEC Reports; and the balance sheets and notes thereto contained therein show and properly reflect all material liabilities of Featherlite and its combined subsidiaries on the respective dates thereof, except for any claims and lawsuits against Featherlite and its combined subsidiaries now pending, the total liability from which would not materially adversely affect the business, properties, or financial condition of Featherlite and its combined subsidiaries, taken as a whole. Each such financial statement was prepared in conformity with generally accepted accounting principles consistently applied (except, in the case of unaudited statements, to normal, yearas permitted by the SEC for Quarterly Reports on Form 10-end audit adjustmentsQ).

SEC Filings and Financial Statements. (a) The Company Buyer has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since November 2, as amended 2017, together with any amendments, restatements or supplements thereto, and all such forms, reports and documents required to be filed subsequent to the Effective Date will be timely filed (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Additional Buyer SEC Reports") on a timely basis or ”). The Buyer has received a valid extension of such time of filing and has filed any such SEC Reports prior provided to the expiration of any such extension other than Sellers, in the form filed with the SEC, except to the extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report Reports on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July December 31, 2009 2017 and October 31(ii) the Prospectus, 2009all registration statements and other forms, each of which were reports and documents filed late. As of their respective datesby the Buyer with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) through (ii) above being, collectively, the “Buyer SEC Reports”). The Buyer SEC Reports complied were, and the Additional Buyer SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Buyer SEC Reports did not, and none of the Additional Buyer SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained (i) in any Buyer SEC Report has been superseded by a later timely filed the Buyer SEC Report or (ii) in any Additional Buyer SEC Report is superseded by a later timely filed Additional Buyer SEC Report) 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company (a) Parent has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late"Parent SEC Documents"). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Parent SEC Documents (the "Parent Financial Statements") has been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).

SEC Filings and Financial Statements. (a) The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Company SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).

SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, each SEC Filing made by the SEC Reports Seller (x) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (amended, the "Securities Act") and the Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, thereunder and none of the SEC Reports contained (y) 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, except that information as of a later date shall be deemed to modify information as of an earlier date. The Each of the balance sheets included in or incorporated by reference into the SEC Filings (including the related notes and schedules) fairly presents the financial position of Seller as of its date, and each of the statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the SEC ReportsFilings (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the same case may have been amended or superseded by a subsequently filed SEC Reportbe, comply of Seller for the periods set forth therein, in each case in accordance with GAAP, except as may be noted therein. The Interim Financials (A) are complete and correct in all material respects with applicable accounting requirements and the rules and regulations respects, as of the Commission with respect thereto as in effect at dates and during the time of filing. Such financial statements periods covered thereby, (B) have been prepared in all material respects accordance with GAAP ( except for the absence of notes and normal year-end adjustments consistent with past practice) and were derived from and are in agreement with the Books and Records of Seller and reflect only actual, bona fide transactions, (C) accurately reflect the revenue and expenses of Seller during the periods covered thereby, and (D) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Seller for the periods set forth therein , in each case in accordance with United States generally accepted accounting principles applied on a GAAP ( except for the absence of notes and normal year-end adjustments consistent basis during the periods involved ("GAAP"with past practice), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof noted therein. The SEC Financials and the results of operations and cash flows for Interim Financials are collectively referred to herein together as the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments“Financials.”

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, registration statements, definitive proxy statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities Laws since July 2, as amended 2004 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with all applicable requirements (including but not limited to the requirements Xxxxxxxx-Xxxxx Act to the extent then in effect and applicable) of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act") applicable, and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, date thereof and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements, or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act or other information that is treated by SEC regulations as not being “filed” for the purposes of the Exchange Act. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2005, including the same may have been amended or superseded by a subsequently related notes thereto (the “2005 Annual Financial Statements”), and the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, including the related notes thereto (the “2006 Interim Financial Statements” and, together with the 2005 Annual Financial Statements, the “Company Financial Statements”), when filed SEC Report(i) were prepared from, comply and in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been their respective dates, (iii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved covered thereby ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required subject, in the case of the 2006 Interim Financial Statements, to normal year-end adjustments as permitted by GAAP, Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and (iv) fairly present presented in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and the consolidated Company Subsidiaries as of the dates thereof or for the periods then endedpresented therein. The chief executive officer and chief financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act, subjectand the statements contained in any such certifications are, to the knowledge of the Company, complete and correct; and the Company is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of the OTC Bulletin Board or NASDAQ, as applicable. The composition of all committees of the Company’s Board of Directors is, and has at all times been, in the case compliance with such committees’ respective charters, and all proceedings and actions of unaudited statements, to normal, year-end audit adjustmentssuch committees have been conducted in compliance with such charters in all material respects.

SEC Filings and Financial Statements. The Company Since December 31, 2003, Acquired Corporation has filed all forms, reports and documents with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934, as amended federal securities Laws and SEC rules and regulations thereunder (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Acquired Corporation SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009”), each of which were complied as to form, at the time such form, report or document was filed late(and subject to any subsequent amendments thereto), in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the applicable rules and regulations thereunder. To the Knowledge of the Acquired Corporation, and except as disclosed in the Acquired Corporation Disclosure Supplement each member of its board of directors has filed all forms, reports and documents with the SEC required to be filed by him pursuant to the federal securities Laws and SEC rules and regulations thereunder. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Acquired Corporation SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified disclosed in such financial statements or the Acquired Corporation Disclosure Supplement. Except as disclosed in the Acquired Corporation Disclosure Supplement, each of the balance sheets in the Acquired Corporation SEC Reports (including the related notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPschedules, and subject to any subsequent amendments to such Acquired Corporation SEC Reports) fairly present in all material respects presents the financial position condition of the Company as of and for the dates thereof and the results of operations and cash flows entity or entities to which it relates for the periods then ended, set forth therein (subject, in the case of unaudited interim statements, to normal, normal year-end audit adjustmentsadjustments that are not 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. Acquired Corporation has no material obligations or liabilities (contingent or otherwise) except as disclosed in the Acquired Corporation Disclosure Supplement. For purposes of this paragraph, “material” shall have the meaning of such term as defined under the 1933 Act, the 1934 Act and the rules promulgated thereunder.

SEC Filings and Financial Statements. (a) The Company has timely filed or furnished all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under or furnished pursuant to the Securities Exchange Act of 1934or other Securities Laws since January 31, as amended 2010 (the "Exchange Act")such documents, including pursuant to Section 13(a) together with any documents filed or 15(d) thereof, for the two (2) years preceding the date hereof (or furnished during such shorter period as by the Company was required by law to file such material) (the foregoing materialsSEC on a voluntary basis on Form 8-K, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their the respective datesdates such documents were filed or furnished, as the case may be, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules other Securities Laws and regulations did not contain, as of the Commission promulgated thereunderrespective dates such documents were filed or furnished, and none of as the case may be (except to the extent amended or superseded by a subsequent filing with the SEC Reports contained that is publicly available prior to the date of this Agreement), 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as Reports (including the same may related notes thereto) (i) have been amended or superseded by a subsequently filed SEC Reportprepared from the books and records of the Company and the Company Subsidiaries, (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, (iii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto and except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved , and ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, iv) and fairly present in all material respects the consolidated financial position position, the consolidated results of operations, the consolidated stockholders’ equity and the consolidated cash flows of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows or for the periods then endedpresented therein, as applicable (subject, in the case of unaudited quarterly financial statements, to normal, normal year-end audit adjustments). To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or investigation and there are no outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the SEC Reports.

SEC Filings and Financial Statements. The Company has filed all reports required heretofore furnished to be filed by it under the Securities Exchange Act Teijin copies of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July December 31, 2009 1996, and October 31all other registration statements, 2009reports and proxy statements filed by the Company with the Securities and Exchange Commission ("SEC") on or after January 1, each 1996 ("SEC Documents"). Each of which were filed late. As of their respective dates, the SEC Reports complied Documents was prepared and filed in all material respects substantial compliance with the requirements provisions of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none . Each of the SEC Reports contained Documents was complete and correct in all material respects as of its date, and, as of its date, 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 in which they were made, not misleading. The consolidated financial statements and the notes thereto contained in the SEC Documents are correct and complete and fairly present the consolidated financial position of the Company included and its subsidiaries on the respective dates thereof and the results of operations for the periods then ended, and the balance sheets and notes thereto contained therein show and properly reflect all material liabilities of the Company and its consolidated subsidiaries on the respective dates thereof, except for various claims and lawsuits against the Company now pending, the total liability from which would not, in the SEC Reportsjudgment of the Company, materially adversely affect the business, properties, or financial condition of the Company and its subsidiaries, taken as the same may have been amended or superseded by a subsequently filed SEC Report, comply whole. Each such financial statement complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, and was prepared in all material respects in accordance conformity with United States generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjectexcept, in the case of unaudited statements, to normal, yearas permitted by the SEC for its Quarterly Reports on Form 10-end audit adjustmentsQ).

SEC Filings and Financial Statements. The Common Stock of the MOXC is listed on the Nasdaq and the Company has filed all reports reports, schedules, forms, statements and other documents required to be filed by it under with the Securities Exchange Act SEC or any other Governmental Authority (all of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for foregoing filed within the two (2) years preceding the date hereof (or such shorter period amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the Company was required by law “SEC Documents”). MOXC is current with its filing obligations under the Exchange Act. The MOXC represents and warrants that true and complete copies of the SEC Documents are available on the SEC’s website (wxx.xxx.xxx) at no charge to file BTAB, and BTAB acknowledges that it may retrieve all SEC Documents from such material) (website and BTAB’s access to such SEC Documents through such website shall constitute delivery of the foregoing materialsSEC Documents to BTAB; provided, including the Company's proxy statements on Schedule 14Ahowever, being collectively referred that if BTAB is unable to herein as the "SEC Reports") on a timely basis or has received a valid extension obtain any of such time SEC Documents from such website at no charge, as result of filing such website not being available or any other reason beyond BTAB’s control, then upon request from BTAB, MOXC shall deliver to BTAB true and has filed any complete copies of such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments. As of their respective dates, the SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the consolidated financial statements of the Company MOXC included in the SEC Reports, as Documents (the same may have been amended or superseded by a subsequently filed SEC Report, comply “Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at thereto. All of the time of filing. Such financial statements Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except except: (i) as may be otherwise specified indicated in such financial statements Financial Statements or the notes thereto and except that thereto; or (ii) in the case of unaudited financial statements interim statements, to the extent they may not contain exclude footnotes required by GAAPor may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company MOXC as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, normal year-end audit adjustments). To the knowledge of MOXC and its officers, no other information provided by or on behalf of MOXC to BTAB which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Filings and Financial Statements. The Company has timely filed or furnished all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under or furnished pursuant to the Securities Exchange Act of 1934or other Securities Laws since January 1, as amended 2009 (such documents, the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their the respective datesdates such documents were filed or furnished, as the case may be, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules other Securities Laws and regulations did not contain, as of the Commission promulgated thereunderrespective dates such documents were filed or furnished, and none of as the case may be (except to the extent amended or superseded by a subsequent filing with the SEC Reports contained that is publicly available prior to the date of this Agreement) 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company’s SEC ReportsReports (including the related notes thereto) have been prepared from the books and records of the Company and the Company Subsidiaries, comply as of their respective filing dates (or if amended prior to the date of this Agreement, as of the same may have been amended or superseded by a subsequently filed SEC Report, comply date of such most recent amendment prior to the date of this Agreement) in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position position, the consolidated results of operations, the consolidated stockholders’ equity and the consolidated cash flows of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows or for the periods then endedpresented therein, as applicable (subject, in the case of unaudited quarterly financial statements, to normal, normal year-end audit adjustments). Notwithstanding the foregoing, no representation or warranty is made, whether explicitly or implicitly, by the Company with respect to the adequacy of the Company’s or any Company Subsidiary’s loss reserves, including reserves for unpaid losses and loss adjustment expenses. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings and Financial Statements. The (a) Since December 31, 2013, the Company has timely filed or otherwise furnished (as applicable) all reports registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it under the Securities Act or the Exchange Act of 1934Act, as amended the case may be (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as documents and any other documents filed by the Company was required by law to file such material) (or any Company Subsidiary with the foregoing materialsSEC, including as have been supplemented, modified or amended since the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing filing, and has filed any such all information incorporated by reference therein, collectively, the “Company SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments”). As of their respective filing dates, the Company SEC Reports complied in all material respects with the requirements Documents (or, if such documents have been amended or superseded by a subsequent filing, as of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations date of the Commission promulgated thereunderlast such amendment or subsequent filing) (i) did not (or with respect to the Company SEC Documents filed or furnished after the date of this Agreement, and none of the SEC Reports contained will 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply misleading and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at the time of filingSEC. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position None of the Company as Subsidiaries has filed with or furnished to, or is required to file with or furnish to, the SEC any forms, reports or other documents. As of the date of this Agreement, (A) there are no material outstanding or unresolved written comments from the SEC with respect to the Company SEC Documents, (B) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment, and for (C) there has been no material correspondence between the dates thereof SEC and the results of operations Company or any Company Subsidiary since December 31, 2013 that is not available on the SEC’s Electronic Data Gathering and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsRetrieval database.

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since January 1, as amended 2008 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading, except that no representation is made as to the accuracy of any financial projections or forward-looking statements or completeness of any information furnished by the Company to the SEC pursuant to Regulation FD under the Exchange Act. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2009 (including the same may have been amended or superseded by a subsequently filed SEC Reportrelated notes thereto), the Company’s Quarterly Reports on Forms 10-Q for the periods ended March 31, 2010 and June 30, 2010 (including, in each case, the related notes thereto) comply in all material respects with the applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as of the date filed and were prepared in effect at accordance with GAAP, consistently applied (except as may be indicated therein or in the time of filingnotes or schedules thereto). Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal, normal year-end audit adjustments.

SEC Filings and Financial Statements. The financial statements included in the SEC Documents are hereafter collectively referred to as the “Financial Statements.” The balance sheet contained in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2001 shall be referred herein as the “Company Balance Sheet” and the date of such balance sheet shall be referred to herein as the “Company Balance Sheet Date.” Each of the balance sheets included in the Financial Statements (including any related notes and schedules) presents fairly the financial position of the Company as of its date, and the other financial statements included in the Financial Statements (including any related notes and schedules) present fairly the results of operations or other information included therein of the Company for the periods or as of the dates therein set forth (subject, in the case of interim financial statements, to normal year-end adjustments), and each of the Financial Statements was prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein and except that interim financial statements may not contain all footnotes required by generally accepted accounting principles). The Company has filed all reports required to be filed by it under since the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Company Balance Sheet Date pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the reporting requirements of the Securities Act Exchange Act. None of 1933the documents filed with the SEC and referred to in this Section 4.7 contained, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderits date, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company has filed BWI is required to file all reports forms, reports, statements and other documents required to be filed by it under with the U.S. Securities and Exchange Commission as a reporting issuer, including, without limitation, all proxy statements relating to meetings of shareholders (whether annual or special), all Reports on Form 10-K, Form 10-Q and Form 8-K and all Registration Statements (all such filings being referred to hereinafter as the "SEC Reports"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the thereunder applicable to such SEC Reports contained and (ii) did not at the time they were filed and (with respect to registration statements) as of their effective 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in as filed with the SEC Reports, as on Form 10-K (the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAPFinancial Statements"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, ) fully and fairly present in all material respects set forth the financial position of the Company BWI as of and for the dates thereof and the results of operations and cash flows for the periods then endedindicated and have been prepared in accordance with accounting principles applied on a consistent basis. There is no basis for the assertion of any liabilities or obligations, subjecteither accrued, in absolute, contingent, or otherwise, which might adversely affect BWI, or the case value, use, operation or enjoyment of unaudited statementsthe assets of BWI and which is not expressly set forth on the balance sheet of BWI as of September 30, 2010 (the "Balance Sheet"). BWI is not a party to normalor bound either absolutely or on a contingent basis by any agreement of guarantee, year-end audit adjustmentsindemnification, assumption or endorsement or any like commitment of the obligations, liabilities or indebtedness of any other person (whether accrued, absolute, contingent or otherwise).

SEC Filings and Financial Statements. The Company Purchaser has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act SEC since January 16, 2014, together with any amendments, restatements or supplements thereto, and all such forms, reports and documents required to be filed subsequent to the date of 1934, as amended this Agreement will be timely filed (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Additional Purchaser SEC Reports") on a timely basis or ”). The Purchaser has received a valid extension of such time of filing and has filed any such SEC Reports prior provided to the expiration of any such extension other than Seller, in the form filed with the SEC, except to the extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly quarterly Reports on Form 10-Q for the fiscal quarters periods ended July March 31, 2009 2014, and October 31June 30, 20092014, each of which were and (ii) the Prospectus, all registration statements and other forms, reports and documents (other than Quarterly Reports on Form 10-Q not referred to in clause (i) above) filed late. As of their respective datesby the Purchaser with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) and (ii) above being, collectively, the “Purchaser SEC Reports”). The Purchaser SEC Reports complied were, and the Additional Purchaser SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Purchaser SEC Reports did not, and none of the Additional Purchaser SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained (x) in any Purchaser SEC Report has been superseded by a later timely filed Purchaser SEC Report or (y) in any Additional Purchaser SEC Report is superseded by a later timely filed Additional Purchaser SEC Report) 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company (a) NII has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since January 1, as amended 2003, and has heretofore made available to the Partners, in the form filed with the SEC (the "Exchange Act"including any exhibits thereto), including pursuant to Section 13(a(i) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 and 2003, (ii) its Quarterly Reports Report on Form 10-Q for the fiscal quarters quarter ended July Xxxxx 00, 0000, (xxx) its Current Reports on Form 8-K filed after the Annual Report on 10-K for the year ended December 31, 2009 2003, (iv) its proxy statement relating to its 2004 meeting of stockholders, and October 31(v) all other forms, 2009, each of which were reports and registration statements filed late. As of their respective dates, by it with the SEC since January 1, 2004 (the forms, reports and other documents referred to in clauses (i) through (v) above being referred to herein collectively as the “NII SEC Reports”). The NII SEC Reports (x) when filed complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of thereunder and (y) did not at the Commission promulgated thereunder, and none of the SEC Reports contained time they were filed 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 financial statements Since the filing of NII’s most recent Form 8-K, no event has occurred that would require NII to file another Form 8-K pursuant to the rules of the Company included SEC. NII meets the registration requirements set forth in Instruction I.A to Form S-3 and is eligible to register the SEC Reports, as Stock Consideration for resale by the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied Partners on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsform.

SEC Filings and Financial Statements. The Company (a) Buyer has filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act SEC since its inception, together with any amendments, restatements or supplements thereto, and will file all such forms, reports and documents required to be filed subsequent to the date of 1934, as amended this Agreement (the "Exchange Act"“Additional Buyer SEC Reports”), including pursuant . Buyer has made available to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as in the "SEC Reports"form filed with the SEC, (i) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters periods ended July March 31, 2009 2011, June 30, 2011 and October 31September 30, 20092011, each of which were and (ii) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (i) above) filed late. As of their respective datesby Buyer with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) and (ii) above being, collectively, the “Buyer SEC Reports”). The Buyer SEC Reports complied were, and the Additional Buyer SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Buyer SEC Reports did not, and none of the Additional Buyer SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained in any Buyer SEC Report or Additional Buyer SEC Report has been or is revised or superseded by a later filed Buyer SEC Report or Additional Buyer SEC Report) 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company (a) Seller has timely filed all reports forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by it Seller with the SEC under the Securities Exchange Act of 1934, as amended (and/or the "Exchange Act"), including pursuant to Section 13(a) together with any amendments, restatements or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior supplements thereto. Except to the expiration extent available on the SEC’s website through XXXXX, Seller has delivered to Buyer copies in the form filed with the SEC of any such extension other than its Annual Report all of the following: (i) Seller’s annual reports on Form 10-K for the each fiscal year ended April 30of Seller beginning with the first year Seller was required to file such a form, 2009 and its Quarterly Reports (ii) Seller’s quarterly reports on Form 10-Q for each fiscal quarter that Seller filed such reports to disclose its quarterly financial results in each of the fiscal quarters ended July 31years of Seller referred to in clause (i) above, 2009 (iii) all other forms, reports, registration statements, prospectuses and October 31other documents (other than preliminary materials) filed by Seller with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, 2009reports, each of which were filed late. As of their respective datesregistration statements, prospectuses and other documents referred to in clauses (i) and (ii) above and this clause (iii), whether or not available through XXXXX, collectively, the “SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”). The SEC Reports complied (x) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Commission promulgated thereunder, Securities Act) and none of at the time they were filed with the SEC Reports contained (in the case of all other SEC Reports) 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 financial statements As of the Company included date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to Seller or the SEC Reports. As of the date hereof, as (i) none of the same may have been amended SEC Reports is the subject of ongoing SEC review or superseded by a subsequently filed outstanding SEC comments and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of any SEC Report. The Public Certifications are each true as of their respective dates of filing. As used in this Section 3.7, comply in all material respects with applicable accounting requirements and the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations of in which a document or information is furnished, supplied or otherwise made available to the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsSEC.

SEC Filings and Financial Statements. The Company has Buyer and its Subsidiaries have filed each report and definitive proxy statement (together with all reports amendments thereof and supplements thereto) required to be filed by it under Buyer or any of its Subsidiaries pursuant to the Securities Exchange Act with the SEC since January 1, 2018 (as such documents and documents furnished to the SEC since January 1, 2018 have since the time of 1934their filing been amended or supplemented and to the extent publicly available, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Buyer SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Buyer SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Buyer SEC Reports, and, to the knowledge of Buyer, none of the Buyer SEC Reports is subject to ongoing SEC review. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes and schedules thereto) included in the Buyer SEC Reports, as Reports at the same may have been amended time they were filed or superseded by a subsequently filed SEC Report, comply furnished (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that with respect to unaudited statements as permitted by Form 10-Q of the SEC) and (iii) fairly present (subject, in the case of the unaudited interim financial statements may not contain footnotes required by GAAPincluded therein, to normal year-end adjustments and fairly present the absence of complete footnotes) in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company Buyer has filed heretofore furnished to Seller copies of all reports required to be SEC Reports filed by it under Buyer with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) SEC on or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April after September 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each 1995. Each of which were filed late. As of their respective dates, the SEC Reports complied was complete and correct in all material respects with the requirements as of the Securities Act of 1933its effective date and, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderits effective date, and none of the SEC Reports 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 in which they were made, not misleading. The financial statements of Buyer and the Company included notes thereto contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Reports are correct and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, complete and fairly present in all material respects the combined financial position of the Company Buyer and its subsidiaries as of and for the respective dates thereof and the results of operations and cash flows for the periods then ended, subjectexcept as disclosed therein or in the notes thereto or in the explanations thereof contained in the SEC Reports; and the balance sheets and notes thereto contained therein show and properly reflect all material liabilities of Buyer and its combined subsidiaries on the respective dates thereof, except for any claims and lawsuits against Buyer and its combined subsidiaries now pending, the total liability from which would not materially adversely affect the business, properties, or financial condition of Buyer and its combined subsidiaries, taken as a whole. Each such financial statement was prepared in conformity with generally accepted accounting principles consistently applied (except, in the case of unaudited statements, to normal, yearas permitted by the SEC for its Quarterly Reports on Form 10-end audit adjustmentsQ).

SEC Filings and Financial Statements. The To the Company's knowledge, the Company has filed all reports forms, reports, registration statements and documents required to be filed by it under with the Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC")) since January 1, including pursuant to Section 13(a) or 15(d) thereof1996 (such forms, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materialsreports, including the Company's proxy registration statements on Schedule 14Aand documents, being collectively together with any amendments thereto, are referred to herein as the "Company SEC ReportsFilings") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late). As of their respective dates, the Company SEC Reports Filings, to the Company's knowledge, (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (the Commission promulgated thereunder"Exchange Act"), as the case may be, and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. The audited financial statements of and unaudited interim financial statements included or incorporated by reference in the Company included in SEC Filings, including but not limited to the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such Company's audited financial statements have been at and for the fiscal year ended March 31, 1999 (the "Company 1999 Financials"), to the Company's knowledge (i) were prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then endedthereto), subject, in the case of unaudited interim financial statements, to normal, the absence of notes and to year-end audit adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the 11 published rules and regulations of the SEC with respect thereto, and (iii) fairly presented the consolidated financial position of the Company as of the dates thereof and the income, cash flows and changes in stockholders' equity for the periods involved. To the Company's knowledge, the statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as expressly specified in the applicable statement of operations or notes thereto. The Company has also previously delivered to the Acquiror complete and accurate copies of all statements on Schedule 13D and Schedule 13G known to the Company to have been filed with the SEC since January 1, 1996, with respect to the capital stock of the Company. Since January 1, 1996, the Company has filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

SEC Filings and Financial Statements. The Company has filed As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of PUB’s filings with the Securities and Exchange Commission (the “SEC”) since January 1, 2016 (the “PUB SEC Documents”) complied as to form in all reports required to be filed by it under material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none SEC thereunder applicable to such PUB SEC Documents. None of the PUB SEC Reports Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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 To the knowledge of PUB, none of the PUB SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the PUB SEC Documents. Each of the consolidated financial statements of (including, in each case, any notes and schedules thereto) contained in or incorporated by reference into the Company included in the PUB SEC Reports, Documents: (i) complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been their respective dates; (ii) was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and except that unaudited financial statements may not contain footnotes required by GAAP, and (iii) fairly present presented in all material respects the consolidated financial position and the results of operations, changes in shareholders’ equity, and cash flows of PUB and its consolidated subsidiaries as of the Company as respective dates of and for the dates thereof and the results of operations and cash flows for the periods then endedreferred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal, normal and year-end audit adjustmentsadjustments as permitted by GAAP and the applicable rules and regulations of the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material).

SEC Filings and Financial Statements. (a) The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2003 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Company SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).

SEC Filings and Financial Statements. The Company Buyer has filed with the SEC all forms, reports and documents required to be filed by it with the SEC under the Securities Exchange Act of 1934and the Securities Act since January 1, as amended 2006 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their its respective datesdate, the each SEC Reports Report (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as the case may be, at the time they were filed (or if amended or superseded by a filing or other public disclosure prior to the Agreement Date, then on the date of such filing or other public disclosure), and (the "Securities Act"ii) and the Exchange Act and the rules and regulations did not, as of the Commission promulgated thereundertime they were filed (or if amended or superseded by a filing or other public disclosure prior to the Agreement Date, and none then on the date of the SEC Reports contained such filing or other public disclosure), 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included Buyer (including any related notes thereto) contained in the SEC ReportsReports were, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been dates indicated, prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during GAAP (except, in the periods involved ("GAAP")case of unaudited statements, except as may be otherwise specified in such financial statements or permitted by Form 10-Q of the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, SEC) and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended, indicated (subject, in the case of unaudited statements, to normal, normal year-end audit adjustments).

SEC Filings and Financial Statements. The Company (a) Purchaser has timely filed all reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it Purchaser with the SEC under the Securities Exchange Act of 1934, as amended (or the "Exchange Act"), including pursuant Securities Act since Purchaser’s incorporation to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof of this Agreement, together with any amendments, restatements or supplements thereto (or such shorter period as the Company was required by law to file such material) (all of the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of this Agreement, the “Purchaser SEC Reports”), and will have timely filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional Purchaser SEC Reports”). All Purchaser SEC Reports, Additional Purchaser SEC Reports, any such extension correspondence from or to the SEC or NYSE (other than its Annual Report on Form 10such correspondence in connection with the initial public offering of Purchaser) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sxxxxxxx-K for Xxxxx Act with respect to any of the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesforegoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EXXXX) in full without redaction. Purchaser has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by Purchaser with the SEC and are currently in effect. The Purchaser SEC Reports complied were, and the Additional Purchaser SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Purchaser SEC Reports did not, and none of the Additional Purchaser SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports contained 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 financial Certifications are each true and correct. Purchaser maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Each director and executive officer of Purchaser has filed with the SEC on a timely basis all statements required with respect to Purchaser by Section 16(a) of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Exchange Act and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsthereunder.

SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, each SEC Filing made by the SEC Reports Seller (x) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (amended, the "Securities Act") and the Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, thereunder and none of the SEC Reports contained (y) 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, except that information as of a later date shall be deemed to modify information as of an earlier date. The Each of the balance sheets included in or incorporated by reference into the SEC Filings (including the related notes and schedules) fairly presents the financial position of Seller as of its date, and each of the statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the SEC ReportsFilings (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the same case may have been amended or superseded by a subsequently filed SEC Reportbe, comply of Seller for the periods set forth therein, in each case in accordance with GAAP, except as may be noted therein. The Interim Financials (A) are complete and correct in all material respects with applicable accounting requirements and the rules and regulations respects, as of the Commission with respect thereto as in effect at dates and during the time of filing. Such financial statements periods covered thereby, (B) have been prepared in all material respects accordance with GAAP (except for the absence of notes and normal year-end adjustments consistent with past practice) and were derived from and are in agreement with the Books and Records of Seller and reflect only actual, bona fide transactions, (C) accurately reflect the revenue and expenses of Seller during the periods covered thereby, and (D) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Seller for the periods set forth therein , in each case in accordance with United States generally accepted accounting principles applied on a GAAP (except for the absence of notes and normal year-end adjustments consistent basis during the periods involved ("GAAP"with past practice), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof noted therein. The SEC Financials and the results of operations and cash flows for Interim Financials are collectively referred to herein together as the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments“Financials.”

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since January 1, as amended 2002 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports 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 light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements, or the completeness of any information, furnished by the Company to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act. The financial statements of the Company (the “2004 Financial Statements”) included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2004 (including the same may related notes thereto) and the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005 (including the related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at of the time of filing. Such financial statements applicable date, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. The Company has filed furnished to the Investors true, accurate and complete copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, the Company's Current Report on Form 8-K dated April 14, 2000, the Company's Current Report on Form 8-K dated June 1, 2000 and the Company's Current Report on Form 8-K dated November 13, 2000 (collectively, the "SEC FILINGS"). On their respective dates of filing, the SEC Filings (a) complied in all reports required material respects to be filed by it under the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated SEC thereunder, and none of the SEC Reports contained (b) did not include 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 in which they were made, not misleadingmisleading under the standards set by Section 12(a)(2) of the Securities Act. The All financial statements contained in the SEC Filings have been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise stated therein or in the notes thereto) and accurately present the financial condition of the several corporations and entities covered thereby at the respective dates of such statements, and the results of their operations for the periods covered thereby, subject in the case of interim statements to normal year-end audit adjustments and the absence of footnotes thereto. All liabilities, contingent and other, of the Company and its subsidiaries, are set forth in the financial statements included in the SEC ReportsFilings, as excepting only liabilities incurred in the same may have been amended or superseded by a subsequently filed SEC Reportordinary course of business subsequent to September 30, comply in all material respects with applicable accounting requirements 2000 not exceeding One Hundred Thousand Dollars ($100,000), and the rules and regulations liabilities of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States type not required under generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may to be otherwise specified reflected in such financial statements or statements. Such liabilities incurred subsequent to September 30, 2000, are not, in the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPaggregate, and fairly present in all material respects to the financial position condition or operating results of the Company as of and for its subsidiaries. Since November 13, 2000, the dates thereof and Company has neither filed nor been required to file with the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, yearSEC a Current Report on Form 8-end audit adjustments.K.

SEC Filings and Financial Statements. The Company Since December 31, 2003, Acquired Corporation has filed all forms, reports and documents with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934, as amended federal securities Laws and SEC rules and regulations thereunder (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "Acquired Corporation SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009), each of which were complied as to form, at the time such form, report or document was filed late(and subject to any subsequent amendments thereto), in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the applicable rules and regulations thereunder. To the Knowledge of the Acquired Corporation, and except as disclosed in the Acquired Corporation Disclosure Supplement each member of its board of directors has filed all forms, reports and documents with the SEC required to be filed by him pursuant to the federal securities Laws and SEC rules and regulations thereunder. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Acquired Corporation SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified disclosed in such financial statements or the Acquired Corporation Disclosure Supplement. Except as disclosed in the Acquired Corporation Disclosure Supplement, each of the balance sheets in the Acquired Corporation SEC Reports (including the related notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPschedules, and subject to any subsequent amendments to such Acquired Corporation SEC Reports) fairly present in all material respects presents the financial position condition of the Company as of and for the dates thereof and the results of operations and cash flows entity or entities to which it relates for the periods then ended, set forth therein (subject, in the case of unaudited interim statements, to normal, normal year-end audit adjustmentsadjustments that are not 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. Acquired Corporation has no material obligations or liabilities (contingent or otherwise) except as disclosed in the Acquired Corporation Disclosure Supplement. For purposes of this paragraph, "material" shall have the meaning of such term as defined under the 1933 Act, the 1934 Act and the rules promulgated thereunder.

SEC Filings and Financial Statements. (a) The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late"Company SEC Documents"). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the "Company Financial Statements") has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).

SEC Filings and Financial Statements. The Since January 11, 2006, the Company has filed all reports forms, reports, statements and other documents required to be filed by it under with the U.S. Securities and Exchange Commission, including, without limitation, all proxy statements relating to meetings of shareholders (whether annual or special), all Reports on Form 8-K and all Registration Statements (all such filings being referred to hereinafter as the "SEC Reports"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the thereunder applicable to such SEC Reports contained and (ii) did not at the time they were filed and (with respect to registration statements) as of their effective 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 the light of the circumstances under which they were made, not misleading. Since the date of the Company's Annual Report for the Company's fiscal year ended August 31, 2005 (the "Annual Report"), no material adverse change has occurred in the financial condition or results of operations of the Company from that reflected in the Annual Report. The financial statements of the Company included contained in the SEC Reports, as Annual Report (the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAPFinancial Statements"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, ) fully and fairly present in all material respects set forth the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then endedindicated and have been prepared in accord­ance with account­ing principles applied on a consistent basis. There is no basis for the assertion of any liabilities or obligations, subjecteither accrued, absolute, contingent, or otherwise, which might adversely affect the Company, or the value, use, operation or enjoyment of the assets of the Company and which is not expressly set forth on the balance sheet of the Company as of August 31, 2005 contained in the case Annual Report (the "Balance Sheet"). The Company is not a party to or bound either absolutely or on a contingent basis by any agreement of unaudited statementsguarantee, to normalindemnification, year-end audit adjustmentsassumption or endorsement or any like commitment of the obligations, liabilities or indebtedness of any other person (whether accrued, absolute, contingent or otherwise).

SEC Filings and Financial Statements. The Company (a) GOLD has filed all reports required and made available to be SILVER a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by it under GOLD with the Securities Exchange Act of 1934SEC since January 1, as amended 1999 (the "Exchange ActGOLD SEC Reports"), including pursuant to Section 13(a) or 15(d) thereof, for which are all the two (2) years preceding the date hereof (or such shorter period as the Company reports that GOLD was required by law to file with the SEC since such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed latedate. As of their respective datesdates (or if amended or superseded by a filing after such date, then on the date of such subsequent filing), each of the GOLD SEC Reports complied in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission promulgated thereunderSEC thereunder applicable to such GOLD SEC Report, and, to the extent not included in the Securities Act or the Exchange Act, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and none of the SEC Reports txx XXXX XXX Xxports contained any untrue statement anx xxxxxx xxxxxment 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 misleadingmisleading (except any statements or omissions therein which were amended, corrected or otherwise disclosed or updated in a subsequent GOLD SEC Report). The financial statements Each of the Company included "principal executive officer" of GOLD and the "principal financial officer" of GOLD (in the SEC Reportseach case, as defined by the same may have been amended Sarbanes-Oxley Act), or superseded a predecessor thereto, has made all certixxxxxxxxx xxxuired by a subsequently filed SEC ReportSections 302 and 906 of the Sarbanes-Oxley Act, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC xxxxxxxxxxx xhereunder, with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in to GOLD SEC Reports requiring such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentscertifications.

SEC Filings and Financial Statements. The Company (a) Parent has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Parent SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Parent SEC Documents (the “Parent Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).