Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Seller has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since May 14, 1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller Since January 1, 2008, Tercica has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC, except to the extent that failure to so file would not reasonably be expected to be material to an investor. Such filings are available to Ipsen on the SEC since May 14Website. In addition, 1996 (collectivelyall exhibits to the Tercica SEC Reports are available on the SEC Website, except to the extent of Confidential Treatment Requests granted by the SEC. All documents required to be filed as exhibits to the Tercica SEC Reports have been so filed, and all material contracts that were filed as exhibits to Tercica’s most recent Form 10-K filing are in full force and effect, except those which have expired in accordance with their terms, and Tercica is not in default thereunder, except where any such default has not resulted in or would not reasonably be expected to result in a loss of any material right granted to Tercica thereunder. As of their respective filing dates, the "Seller SEC Reports"). The Seller Tercica SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as rules and regulations of the case may beSEC thereunder applicable to such Tercica SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements The Tercica Financials (including, in each case, any related notesi) contained in the Seller SEC Reports complied as to form in all material respects with applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect theretothereto as of their respective dates, was (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved and consistent with each other (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of under the SECExchange Act), and (iii) and fairly presented the consolidated financial position of Seller and its Subsidiaries Tercica as of at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are reasonably expected to be subject to normal and recurring year-end adjustments which were would not and are not expected to be material in amount. The unaudited There has been no material change in Tercica’s accounting policies except as described in the notes to the Tercica Financials. As of the date of the Tercica Financials, Tercica did not have any obligations or liabilities (absolute, accrued, contingent or otherwise) of any nature required to be disclosed on a balance sheet or in the related notes to the financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of Seller as operations or financial condition of May 2Tercica, 1999 is referred except liabilities (x) provided for in the Tercica Balance Sheet or (y) which would not reasonably be expected to herein as have, individually or in the "Seller Balance Sheetaggregate, a Material Adverse Effect on Tercica."

SEC Filings; Financial Statements. (a) Seller Washington Mutual has filed and made available to Buyer all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Seller it with the SEC since May 14January 1, 1996 2000 (all such forms, reports, statements, certificates and other documents filed since January 1, 2000, collectively, the "Seller “Washington Mutual SEC Reports"”). The Seller Each of the Washington Mutual SEC Reports (i) at Reports, as amended prior to the time fileddate of this Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), rules and regulations promulgated thereunder and the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the case may bedate so filed. None of the Washington Mutual SEC Reports contained, and (ii) did not at the time they were when filed (or or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filing) contain amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None As of Seller's Subsidiaries the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Washington Mutual SEC Reports. To the knowledge of Washington Mutual, none of the Washington Mutual SEC Reports is required to file any forms, reports the subject of ongoing SEC review or other documents with the SECoutstanding SEC comment. (b) Each of the financial statements included (or incorporated by reference) in the Washington Mutual SEC Reports (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature or amount) the results of the consolidated operations and changes in stockholders’ equity and consolidated financial position of Washington Mutual and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such financial statements (including, in each case, any including the related notes, where applicable) contained in the Seller SEC Reports complied as to form complies in all material respects with applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect theretothereto and each of such financial statements (including the related notes, was where applicable) has been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods involved (involved, except in each case as may be indicated in such statements or in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SEC) and fairly presented the consolidated financial position of Seller Washington Mutual and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (c) The records, systems, controls, data and information of Washington Mutual and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Washington Mutual or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.6(c). Washington Mutual (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the dates Exchange Act) to ensure that material information relating to Washington Mutual, including its consolidated Subsidiaries, is made known to the chief executive officer and the consolidated results chief financial officer of Washington Mutual by others within those entities, and (ii) has disclosed, based on its operations most recent evaluation prior to the date hereof, to Washington Mutual’s outside auditors and cash flows for the periods indicatedaudit committee of Washington Mutual’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Washington Mutual’s ability to record, except process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Washington Mutual’s internal controls over financial reporting. These disclosures were made in writing by management to Washington Mutual’s auditors and audit committee. As of the unaudited interim date hereof, Washington Mutual has no reason to believe that its outside auditors and its chief executive officer and chief financial statements were or are subject officer will not be able to normal give, without qualification, the certifications and recurring yearattestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance SheetXxxxx Act when next due."

SEC Filings; Financial Statements. (a) Seller Each of LFC and Keyport Life Insurance Company has filed and made available to Buyer with the SEC all required reports, schedules, forms, reports statements and other documents required to be filed under the Exchange Act from January 1, 1999 through the date hereof. All documents (including exhibits and financial statement schedules) filed by Seller the LFC and Keyport Life Insurance Company with the SEC since May 14pursuant to the Securities Act or the Exchange Act from January 1, 1996 (collectively, 1999 through the date hereof are referred to herein as the "Seller Prior SEC ReportsFilings"). The Seller Prior SEC Reports Filings (i) at the time filed, complied comply in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Actrules and regulations thereunder, as the case may be, and (ii) did not at the time they were filed (contain, or if have been amended or superseded by a filing prior to the date of this Agreementcorrect, then on the date of such filing) contain any untrue statement of a material fact or fact, (iii) did not at the time they were filed omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under in which they were made, not misleading. None , or have been amended to correct any such omission, and (iv) in the event of Seller's Subsidiaries is subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Securities Act or Exchange Act, amended in order to file make them not misleading in any forms, reports material respects in the light of such new circumstances or other documents with the SECbasis. (b) Each of the most recent audited consolidated financial statements and most recent unaudited interim consolidated financial statements (including, in each case, any related notesnotes or schedules) contained included in the Seller Prior SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (basis, except as may be indicated therein or in the notes to such financial statements oror schedules thereto, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented in all material respects the consolidated financial position of Seller LFC and its Subsidiaries subsidiaries or Keyport Life Insurance Company and its subsidiaries, as of the case may be, as at the dates thereof and the consolidated results of its their operations and cash flows for the periods indicatedthen ended, except that subject, in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were not and are not expected the absence of complete notes (to the extent permitted by SEC rules). (c) The information supplied in writing by the Companies with respect to the Companies or the Subsidiaries for inclusion in the Form A to be filed with the Rhode Island DBR and the Form A to be filed with the New York DOI and any other insurance regulatory filings will be true, correct and complete in all material respects. (d) The Proxy Statement and any written information provided by or on behalf of the Companies which is included in amountthe Proxy Statement, on the date the Proxy Statement is filed with the SEC, and on the date the Proxy Statement is first published, sent or given to security holders and on the date of the meeting of LFC's Stockholders will comply in all material respects with the provisions of applicable federal securities laws and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that no representation or warranty is made pursuant to this Section 3.5(d) with respect to any written information provided by or on behalf of the Purchaser for inclusion in the Proxy Statement. The unaudited balance sheet LFC agrees promptly to correct the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect (provided that, with respect to any false or misleading information provided by or on behalf of Seller the Purchaser for inclusion in the Proxy Statement, the Purchaser shall have provided the Companies with correct information) and the Companies shall take all steps necessary to cause the Proxy Statement as of May 2, 1999 is referred so corrected to herein as be filed with the "Seller Balance SheetSEC and mailed to LFC's Stockholders to the extent required by the Exchange Act."

SEC Filings; Financial Statements. (a) Seller Acquirer has filed and made available to Buyer Target all forms, reports and documents required to be filed by Seller Acquirer with the SEC since May 14January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Acquirer SEC Reports"). The Seller Acquirer SEC Reports (iexcluding the exhibits thereto and the preliminary Proxy Statement) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), (i) complied in all material respects with the applicablbe requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Acquirer SEC Reports or necessary in order to make the statements in such Seller Acquirer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerAcquirer's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Acquirer SEC Reports, including any Acquirer SEC Reports filed after the date of this Agreement until the Closing (excluding the Preliminary Proxy Statement), complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by for presentation in quarterly reports on Form 10-Q of the SECQ) and fairly presented presented, or will present, in all material respects, the consolidated financial position of Seller Acquirer and its Subsidiaries as of the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited unaudite d interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited consolidated balance sheet of Seller Acquirer as of May 2September 30, 1999 1997 is referred to herein as the "Seller Acquirer Balance Sheet."

SEC Filings; Financial Statements. (a) Seller The Company has filed delivered to Parent accurate and made available to Buyer all formscomplete copies of each report, reports registration statement (on a form other than Form S-8) and documents required to be definitive proxy statement (excluding copies of exhibits) filed by Seller the Company with the SEC since May 14October 30, 1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1995 (the "Securities ActCompany SEC Documents"), including the Company's Registration Statement on Form S-1 filed with the SEC on October 30, 1995, and the Exchange Act, as the case may be, and (ii) did not at Company's prospectus contained therein. As of the time they were it was filed with the SEC (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes) contained in the Seller Company SEC Reports Documents: (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments which were not and are not expected to will not, individually or in the aggregate, be material in amount. ), and (iii) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of Seller the Company and its subsidiaries as of May 2September 30, 1999 is 1996 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated income statement, statement of stockholders' equity and statement of cash flows of the Company for the nine months then ended. The financial statements referred to herein in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that the financial statements referred to in this Section 2.4(c) do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of September 30, 1996 and the "Seller Balance Sheetconsolidated results of operations and cash flows of the Company and its subsidiaries for the period covered thereby."

SEC Filings; Financial Statements. (a) Seller The Company has filed all forms, reports, schedules, statements and made available other documents, including any exhibits thereto, required to Buyer be filed by the Company with the SEC (collectively, the “SEC Reports”). The SEC Reports, including all forms, reports and documents required to be filed by Seller the Company with the SEC since May 14after the date hereof and prior to the Effective Time, 1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at were and, in the time filedcase of SEC Reports filed after the date hereof, complied will be, prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. None of Seller's the Subsidiaries of the Company is required to file any forms, reports reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) notes and schedules), contained in the Seller SEC Reports, including any SEC Reports filed after the date of this Agreement and prior to the Effective Time, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Seller the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not been and are not expected to be material in amount, individually or in the aggregate. The unaudited audited balance sheet of Seller as of May 2contained in the SEC Report on Form 10-K for the fiscal year ended December 31, 1999 2005 is referred to herein as the "Seller “Balance Sheet."” (c) The chief executive officer and chief financial officer of the Company have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct, and the Company is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of the NASDAQ Global Market.

SEC Filings; Financial Statements. (a) Seller Holopak has timely filed and made available to Buyer Foilmark all forms, reports and documents SEC Documents required to be filed by Seller with the Holopak since January 1, 1994 or such later date as Holopak first filed, or was first obligated to file, such SEC since May 14, 1996 Documents (collectively, the "Seller Holopak SEC Reports"). The Seller Holopak SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreementfiling, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Holopak SEC Reports or necessary in order to make the statements in such Seller Holopak SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No Holopak Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents. (b) Each of the consolidated financial statements Holopak Financial Statements (including, in each case, any related notes) contained in the Seller Holopak SEC Reports, including any Holopak SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except to the extent required by changes to GAAP or as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented in all material respects the consolidated financial position of Seller Holopak and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet amount or effect, and any pro forma financial information contained in the Joint Proxy Statement/Prospectus on Form S-4 to be filed with the SEC in connection with the merger is not necessarily indicative of Seller the consolidated financial position of Holopak and the Holopak Subsidiaries, as the case may be, as of May 2the respective dates thereof and the consolidated results of operations and cash flows for the period indicated. (c) Since November 1, 1999 1988 or the date of organization if later, Holopak and each of its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Regulatory Authorities, including but not limited to financial reports filed with foreign governmental agencies. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of its respective date, each such report and document did not, in any material respect, contain any untrue statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, provided, however, that to the extent that the foregoing relates to facts or omission regarding Persons other than Holopak and its Affiliates, such representation and warranty is referred made to herein as the "Seller Balance SheetHolopak's Knowledge."

SEC Filings; Financial Statements. (ai) Seller Kingfish has filed and made available to Buyer all formswith or furnished to, reports and documents as applicable, the SEC Reports, required to be filed by Seller Kingfish with the SEC since May 14September 30, 1996 (collectively2020. True, correct, and complete copies of all the "Seller SEC Reports"). The Seller SEC Reports (i) at are publicly available in the time filedElectronic Data, Gathering, Analysis, and Retrieval database of the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing, each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), and the Exchange Act, as and the case may berules and regulations of the SEC thereunder applicable to such SEC Reports. None of the SEC Reports, and (ii) did not including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of the last such amendment or superseding filing) contain ), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None To the Knowledge of Seller's Subsidiaries Kingfish, none of the SEC Reports is required 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 file any forms, reports or other documents with of the SECSEC Reports. (bii) Each of the The audited consolidated financial statements and the unaudited interim financial statements of Kingfish (including, in each case, any related notesthe notes thereto) contained in the Seller SEC Reports complied filed on Forms 10‑K or Forms 10‑Q, including any SEC Reports filed subsequent to the date of this Agreement until the Acquisition Closing (as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was dates thereof and for the periods covered thereby) (A) are or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of 10‑Q promulgated by the SEC), and (B) and present or will present fairly presented the consolidated financial position of Seller and its Subsidiaries Kingfish as of the their respective dates and the consolidated results of its operations and cash flows of for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end year‑end adjustments which were not and or are not expected to be material in amount. The , and except for the absence of certain footnote information in the unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetstatements."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer all forms, reports and documents proxy statements (including all information incorporated therein, amendments and supplements thereto) required to be filed by Seller the Company with the SEC Securities and Exchange Commission (the "SEC") since May 14January 1, 1996 2005 (all reports filed by the Company under the Securities Exchange Act of 1934, and the applicable rules and regulations promulgated thereunder since January 1, 2006, including any amendments thereto, collectively, the "Seller SEC Reports"). The Seller As of their respective dates, the SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act")1934, and the Exchange Act, as the case may be, applicable rules and (ii) did not at regulations promulgated thereunder. As of the time they were of filing with the SEC, none of the SEC Reports so filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements of the Company (including, in each case, including any related notesnotes thereto) contained included in the Seller SEC Reports complied as to form in all material respects with (the applicable published rules and regulations of the SEC with respect thereto, was "Year-End Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly presented present in all material respects the consolidated financial position of Seller the Company and its Subsidiaries as of subsidiaries at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders' equity of the Company and its subsidiaries for the periods indicated, except that the . The unaudited interim consolidated financial statements were or are of the Company (including any related notes thereto) for all interim periods included in the SEC Reports (together with the Year-End Statements, the "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity of the Company and its subsidiaries for the periods indicated (subject to normal and recurring yearperiod-end adjustments which were that have not been and are not expected to be material to the Company and its subsidiaries taken as a whole). (c) To the Company's knowledge, except as set forth in amountthe Financial Statements, the Schedule of Exceptions or the Operative Agreements, or as contemplated by the Debt Financings, the Company has no material liabilities, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to March 31, 2007 and (b) liabilities or obligations under contracts and commitments incurred in the ordinary course of business or otherwise not required under generally accepted accounting principles to be reflected in the Financial Statements. Except as disclosed in the Financial Statements, neither the Company nor any subsidiary is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation, other than the Company or any subsidiary. The unaudited balance sheet Company maintains a system of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetaccounting established and administered in accordance with generally accepted accounting principles."

SEC Filings; Financial Statements. (a) Seller Seagate has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since May 14July 3, 1996 1998, and has made available (collectivelythrough on-line databases) to Veritas such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including all exhibits and schedules thereto and all documents incorporated by reference therein) are referred to herein as the "SEAGATE SEC REPORTS." As of their respective dates, the "Seller SEC Reports"). The Seller Seagate SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as and the case may berules and regulations of the SEC promulgated thereunder, and (ii) did not at the time they were each such Seagate SEC Report was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's the Subsidiaries of Seagate is required to file any forms, reports or other documents with the SEC. . Except to the extent revised or superseded by a subsequent filing with the SEC (b) Each a copy of which has been made available to Veritas prior to the date of this Agreement), none of the Seagate SEC Reports filed by Seagate since July 3, 1999 and prior to the date of this Agreement (collectively, the "RECENT SEC REPORTS") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, of Seagate included in each case, any related notes) contained in the Seller all Seagate SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present the consolidated financial position of Seller Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods indicatedthen ended (subject, except that in the case of unaudited interim financial statements were or are subject quarterly statements, to normal and recurring year-end adjustments which were not and are not expected to be material audit adjustments). Except as reflected in amount. The unaudited the most recent consolidated balance sheet of Seller as of May 2, 1999 is Seagate included in the Recent SEC Reports most recently filed by Seagate with the SEC prior to the date hereof (such consolidated balance sheet being referred to herein as the "Seller CURRENT SEAGATE BALANCE SHEET" and the date thereof being referred to herein as the "CURRENT BALANCE SHEET DATE"), as of the Current Balance SheetSheet Date, neither Seagate nor any of its Subsidiaries had, and since such date neither Seagate nor any of such Subsidiaries has incurred, any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller National Media has filed and made available to Buyer ValueVision all forms, reports and documents filed or required to be filed by Seller National Media with the SEC since May 14January 1, 1996 1995 (collectively, the "Seller National Media SEC Reports"). The Seller National Media SEC Reports (i) except as set forth on the National Media Disclosure Schedule, at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller National Media SEC Reports or necessary in order to make the statements in such Seller National Media SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerNational Media's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller National Media SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by in conformity with the requirements of Form 10-Q of under the SECExchange Act) and fairly presented in all material respects the consolidated financial position of Seller National Media and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited audited balance sheet of Seller National Media as of May 2March 31, 1999 1997 is referred to herein as the "Seller National Media Balance Sheet."

SEC Filings; Financial Statements. (a) Seller The Buyer has filed and made available to Buyer all forms, reports reports, registration statements, schedules, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) (collectively, "Buyer's SEC Documents") required to be filed by Seller it under the Exchange Act and the Securities Act since February 1, 2004. As of the time it was filed with the SEC since May 14(or, 1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain Buyer's SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder; and (ii) none of Buyer's SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, including the notes thereto) included in each case, any related notesor incorporated by reference into Buyer's SEC Documents: (i) contained in the Seller SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC) , and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments audit adjustments, which were not and are not expected to will not, individually or in the aggregate, be material in amount. The unaudited balance sheet magnitude; and (iii) fairly present in all material respects the financial position of Seller Buyer as of May 2the respective dates thereof and the results of operations, 1999 shareholders' equity and cash flows of Buyer for the periods covered thereby. Buyer is referred to herein as the "Seller Balance Sheetnot aware of any facts or circumstances that will necessitate a restatement of any financial statements that have been included in Buyer's SEC Documents."

SEC Filings; Financial Statements. (a) Seller Promistar has filed and made available to Buyer FNB accurate and complete copies of all forms, reports and documents required to be filed by Seller Promistar with the SEC since May 14January 1, 1996 (collectively, the "Seller Promistar SEC Reports"). The Seller Promistar SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Promistar SEC Reports or necessary in order to make the statements in such Seller Promistar SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for Promistar Subsidiaries that are registered as brokers, dealers, investment advisers or associated persons thereof, none of Seller's the Promistar Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements Promistar Financial Statements (including, in each case, any related notes) contained in the Seller Promistar SEC Reports, including any Promistar SEC Reports complied filed after the date of this Agreement until the Effective Time, complied, and each Promistar SEC Report filed after the date of this Agreement until the Effective Time will comply, as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented the consolidated financial position of Seller Promistar and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer Target (including through the Electronic Data, Gathering, Analysis and Recovery database of the SEC) all forms, reports and documents SEC Reports required to be filed by Seller with the SEC Buyer since May 14January 1, 1996 (collectively, the "Seller 2011. The Buyer SEC Reports"). The Seller SEC Reports : (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, Laws; and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements Buyer Financial Statements (including, in each case, any related notes) contained in the Seller Buyer SEC Reports, including any Buyer SEC Reports filed after the date of this Agreement until the Closing, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present in all material respects the consolidated financial position of Seller Buyer and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amountamount or effect. (c) Buyer maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Buyer maintains a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) necessary in order for the chief executive officer and chief financial officer of Buyer to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Buyer’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Buyer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Buyer required under the Exchange Act with respect to such reports. (e) Since January 1, 2011, Buyer has not received any oral or written notification of: (i) any “reportable condition”; or (ii) any “material weakness” in Buyer’s internal control over financial reporting. The unaudited balance sheet terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Seller Auditing Standards 60, as in effect on the date hereof. (f) Buyer has provided Target copies of May 2all material correspondence sent to or received from the SEC by Buyer or its Subsidiaries or their respective counsel or accountants since January 1, 1999 is referred 2011. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to herein as the "Seller Balance SheetBuyer SEC Reports."

SEC Filings; Financial Statements. (a) Seller The Purchaser has filed and made available to Buyer or furnished, as the case may be, all forms, reports and other documents required to be filed by Seller with or furnished to the SEC since May 14, 1996 by the Purchaser pursuant to the Securities Act and the Exchange Act (collectively, the "Seller “Purchaser SEC Reports"”). The Seller As of the date of filing, in the case of Purchaser SEC Reports filed pursuant to the Exchange Act (i) at and to the time filedextent such Purchaser SEC Reports were amended, complied then as of the date of filing of such amendment), and as of the date of effectiveness in all material respects with the applicable requirements case of Purchaser SEC Reports filed pursuant to the Securities Act of 1933, as amended (the "“Securities Act"”) (and to the extent such Purchaser SEC Reports were amended, then as of the date of effectiveness of such amendment), and the Purchaser SEC Reports (i) complied as to form in all material respects with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. None misleading as of Seller's Subsidiaries is required to file any forms, reports its filing date or other documents with the SECeffective date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in or incorporated by reference into the Seller Purchaser SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such thereto) and each fairly presents, in all material respects, the consolidated financial statements orposition, results of operations, changes in shareholders’ equity and cash flows of the Purchaser and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, as permitted by Form 10to normal year-Q end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SECSEC relating to unaudited financial statements), in each case in accordance with GAAP except as may be noted therein. (c) Except as and fairly presented to the extent set forth in the Purchaser SEC Reports, no Purchaser Group Company has outstanding (i) any Indebtedness or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required in accordance with GAAP to be disclosed or reflected on or reserved against the consolidated financial position statements of Seller the Purchaser and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicatedSubsidiaries, except that for liabilities or obligations (A) incurred in the unaudited interim financial statements were ordinary course of business consistent with past practice since December 31, 2019, (B) incurred pursuant to this Agreement or are subject to normal and recurring year-end adjustments in connection with the Transactions, or (C) which were do not, or would not and are not reasonably be expected to be material in amount. The unaudited balance sheet of Seller as of May 2to, 1999 is referred to herein as the "Seller Balance Sheethave a Purchaser Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer or otherwise furnished (as applicable), all forms, reports reports, statements, schedules and other documents required to be filed by Seller with or furnished to the SEC by the Company since May 14January 1, 1996 2018 (including any amendments thereto, collectively, the "Seller “Company SEC Reports"”). The Seller As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (i) at and to the time filedextent such Company SEC Reports were amended, complied then as of the date of filing of such amendment), and as of the date of effectiveness in all material respects with the applicable requirements case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the "“Securities Act"”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), and the Company SEC Reports (i) complied in all material respects with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. None misleading as of Seller's Subsidiaries is required to file any forms, reports its filing date or other documents with the SECeffective date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in or incorporated by reference into the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such thereto) and each fairly presented, in all material respects, the consolidated financial statements orposition, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, as permitted by Form 10to normal year-Q end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SECSEC relating to unaudited financial statements), in each case in accordance with GAAP, except as may be noted therein. (c) Except as and fairly presented to the extent set forth in the consolidated financial position statements of Seller the Company and its Subsidiaries as (including the notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on April 23, 2021, no Group Company has outstanding (i) any Indebtedness or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2020, (B) incurred pursuant to this Agreement or in connection with the Transactions, or (C) which do not, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the dates Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company has established and maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act to ensure that all material information concerning the Company and its Subsidiaries required to be included in reports filed under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents, and to provide reasonable assurance regarding the reliability of financial reporting and the consolidated results preparation of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were for external purposes in accordance with GAAP. As of the end of the period covered by the Company’s most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”), there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are subject reasonably likely to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2materially affect, 1999 is referred to herein as the "Seller Balance SheetCompany’s internal control over financial reporting."

SEC Filings; Financial Statements. (a) Seller Seagate has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since May 14July 3, 1996 1998, and has made available (collectivelythrough on-line databases) to Veritas such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including all exhibits and schedules thereto and all documents incorporated by reference therein) are referred to herein as the "Seagate SEC Reports." As of their respective dates, the "Seller SEC Reports"). The Seller Seagate SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as and the case may berules and regulations of the SEC promulgated thereunder, and (ii) did not at the time they were each such Seagate SEC Report was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's the Subsidiaries of Seagate is required to file any forms, reports or other documents with the SEC. . Except to the extent revised or superseded by a subsequent filing with the SEC (b) Each a copy of which has been made available to Veritas prior to the date of this Agreement), none of the Seagate SEC Reports filed by Seagate since July 3, 1999 and prior to the date of this Agreement (collectively, the "Recent SEC Reports") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, of Seagate included in each case, any related notes) contained in the Seller all Seagate SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present the consolidated financial position of Seller Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods indicatedthen ended (subject, except that in the case of unaudited interim financial statements were or are subject quarterly statements, to normal and recurring year-end adjustments which were not and are not expected to be material audit adjustments). Except as reflected in amount. The unaudited the most recent consolidated balance sheet of Seller as of May 2, 1999 is Seagate included in the Recent SEC Reports most recently filed by Seagate with the SEC prior to the date hereof (such consolidated balance sheet being referred to herein as the "Seller Current Seagate Balance Sheet" and the date thereof being referred to herein as the "Current Balance Sheet Date"), as of the Current Balance Sheet Date, neither Seagate nor any of its Subsidiaries had, and since such date neither Seagate nor any of such Subsidiaries has incurred, any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller PESI has timely filed all reports, registration statements, proxy statements and made available exhibits to Buyer all forms, reports and the foregoing documents required to be filed by Seller it with the SEC since May 14January 1, 1996 2011 (collectively, the "Seller “PESI SEC Reports"Documents”). The Seller SEC Reports As of their respective dates of filing with the SEC, (i) at the time filed, PESI SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at except to the time they were filed (or if amended extent that information contained in any PESI SEC Document has been revised or superseded by a filing prior to the date later-filed PESI SEC Document, none of this Agreement, then on the date of such filing) contain PESI SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No PESI Subsidiary is currently required to file any formsform, reports report or other documents document with the SECSEC under Section 13(a) or 15(d) of the Exchange Act. No event has occurred since the filing of the most recent PESI SEC Documents that would require PESI to file a current report on Form 8-K other than the execution of this Agreement and amendments to the loan agreement with the PESI Lender. (b) Each of the consolidated The historical financial statements of PESI, together with the related schedules and notes thereto, included in PESI SEC Documents (including, in each case, any related notesi) contained in the Seller SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC as of their respective dates of filing with respect theretothe SEC and (ii) present fairly the consolidated financial position of PESI and its consolidated Subsidiaries at the dates indicated and the income, was cash flows and stockholders’ equity of PESI and its consolidated Subsidiaries for the periods specified; (except, in the case of such unaudited financial statements, subject to normal year-end adjustments that are not material in amount or significance in any individual case or in the aggregate). All of such historical financial statements of PESI have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout the periods involved (involved, except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetnoted therein."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all forms, reports reports, schedules, statements and other documents required to be filed by Seller with it since January 1, 1997 to the SEC since May 14, 1996 date hereof (collectively, as supplemented and amended since the time of filing, the "Seller COMPANY SEC ReportsREPORTS")) with the SEC. The Seller Company SEC Reports (i) at the time filed, complied were prepared in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a any material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None The representation in clause (ii) of Seller's Subsidiaries the preceding sentence does not apply to any misstatement or omission in any Company SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any formsreport, reports form or other documents document with the SEC. (b) Each of the The audited consolidated financial statements (including, and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in each case, any related notes) contained in the Seller such Company SEC Reports complied as to form in all material respects with (collectively, the applicable published rules and regulations of the SEC with respect thereto, was "FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may be otherwise indicated in the notes to such thereto) and present fairly, in all material respects, the financial statements orposition and results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in the case of unaudited all such financial statements that are interim financial statements, as permitted by Form 10-Q of the SEC) for footnotes and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were adjustments). (c) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether absolute, accrued, unmatured, contingent or otherwise whether due or to become due, known or unknown, or any unsatisfied judgments or any leases of personalty or realty or unusual or extraordinary commitments that are required to be disclosed under United States generally accepted accounting principles, except (i) as set forth in the Company SEC Reports or in Section 3.6(c) of the Company Disclosure Letter, (ii) the liabilities recorded on the Company's consolidated balance sheet at September 30, 1999 (the "BALANCE SHEET") included in the financial statements referred in Section 3.6(a) hereof and the notes thereto, (iii) liabilities or obligations incurred since September 30, 1999 (whether or not incurred in the ordinary course of business and are not consistent with past practice) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (iv) liabilities that would not be material required by United States generally accepted accounting principles to be disclosed in amount. The unaudited balance sheet of Seller as of May 2financial statements or in the notes thereto and that would not, 1999 is referred individually or in the aggregate, reasonably be expected to herein as the "Seller Balance Sheethave a Company Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer all forms, reports and documents proxy statements (including all information incorporated therein, amendments and supplements thereto) required to be filed by Seller the Company with the SEC Securities and Exchange Commission (the “SEC”) since May 14January 1, 1996 2005 (all reports filed by the Company under the Securities Exchange Act of 1934, and the applicable rules and regulations promulgated thereunder since January 1, 2006, including any amendments thereto, collectively, the "Seller “SEC Reports"”). The Seller As of their respective dates, the SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act")1934, and the Exchange Act, as the case may be, applicable rules and (ii) did not at regulations promulgated thereunder. As of the time they were of filing with the SEC, none of the SEC Reports so filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements of the Company (including, in each case, including any related notesnotes thereto) contained included in the Seller SEC Reports complied as to form in all material respects with (the applicable published rules and regulations of the SEC with respect thereto, was “Year-End Statements”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly presented present in all material respects the consolidated financial position of Seller the Company and its Subsidiaries as of subsidiaries at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, except that the . The unaudited interim consolidated financial statements were or are of the Company (including any related notes thereto) for all interim periods included in the SEC Reports (together with the Year-End Statements, the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated (subject to normal and recurring yearperiod-end adjustments which were that have not been and are not expected to be material to the Company and its subsidiaries taken as a whole). (c) To the Company’s knowledge, except as set forth in amountthe Financial Statements, the Schedule of Exceptions or the Operative Agreements, or as contemplated by the Debt Financings, the Company has no material liabilities, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to March 31, 2007 and (b) liabilities or obligations under contracts and commitments incurred in the ordinary course of business or otherwise not required under generally accepted accounting principles to be reflected in the Financial Statements. Except as disclosed in the Financial Statements, neither the Company nor any subsidiary is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation, other than the Company or any subsidiary. The unaudited balance sheet Company maintains a system of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetaccounting established and administered in accordance with generally accepted accounting principles."

SEC Filings; Financial Statements. (a) Seller has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since May 14January 1, 1996 1996. All such required forms, reports and documents (collectively, including those that Seller may file after the date hereof until the Closing) are referred to herein as the "Seller SEC Reports"). ." The Seller SEC Reports (i) at the time filed, complied were prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes or schedules) contained in the Seller SEC Reports (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q of under the SECExchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, consistent in all material respects with the books and records of Seller and its Subsidiaries, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and for the absence of complete footnotes which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2June 30, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller Centura has filed and made available to Buyer Triangle all forms, reports reports, and documents required to be filed by Seller Centura with the SEC since May 14December 31, 1996 1995 (collectively, the "Seller Centura SEC Reports"). The Seller Centura SEC Reports (i) at the time filed, complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated in such Seller Centura SEC Reports or necessary in order to make the statements in such Seller Centura SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for Centura Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Seller's the Centura Subsidiaries, none of Centura Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements Centura Financial Statements (including, in each case, any related notes) contained in the Seller Centura SEC Reports, including any Centura SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller Centura and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material Material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller UPC has filed and made available to Buyer Magna all forms, reports reports, and documents required to be filed by Seller UPC with the SEC since May 14December 31, 1996 1993 (collectively, the "Seller UPC SEC Reports"). The Seller UPC SEC Reports (i) at the time filed, complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated in such Seller UPC SEC Reports or necessary in order to make the statements in such Seller UPC SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for UPC Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Seller's the UPC Subsidiaries, none of UPC Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements UPC Financial Statements (including, in each case, any related notes) contained in the Seller UPC SEC Reports, including any UPC SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller UPC and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material Material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller the Company with the SEC since May 14January 1, 1996 2004 (collectively, the "Seller “Company SEC Reports"”). The Seller Each of the Company SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), and the Exchange Act, as the case may be, and (ii) did not at the time they were it was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports Report or necessary in order to make the statements in such Seller Company SEC ReportsReport, in the light of the circumstances under which they were made, not misleading. None of Seller's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented in all material respects the consolidated financial position of Seller the Company and its Subsidiaries as of the dates and the consolidated results of its their operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-year end adjustments which were not and or are not expected to be material in amount. The unaudited audited balance sheet of Seller the Company as of May 2December 31, 1999 2006 is referred to herein as the "Seller “Company Balance Sheet."” For each period covered by the Company SEC Reports, the books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with generally accepted accounting principles, consistently applied, and all other legal and accounting requirements.

SEC Filings; Financial Statements. (a) Seller Magna has filed and made available to Buyer UPC all forms, reports reports, and documents required to be filed by Seller Magna with the SEC since May 14December 31, 1996 1993 (collectively, the "Seller Magna SEC Reports"). The Seller Magna SEC Reports (i) at the time filed, complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated in such Seller Magna SEC Reports or necessary in order to make the statements in such Seller Magna SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for Magna Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Sellerthe Magna Subsidiaries, none of Magna's Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements Magna Financial Statements (including, in each case, any related notes) contained in the Seller Magna SEC Reports, including any Magna SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements statements, or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller Magna and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material Material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer or furnished, as applicable, all forms, reports and documents required to be filed by Seller it with the SEC since May 14January 1, 1996 2014 and prior to the date hereof (collectively, the "Seller “Company SEC Reports"”). The Seller SEC Reports (i) at the time filed, each of which has 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, each as in effect on the case may bedates such forms, reports and (ii) documents were filed. No Subsidiary of the Company has filed or furnished, or is required to file or furnish, any form, report or other document with the SEC. The Company SEC Reports did not at the time they were contain, when filed (or if amended or superseded by a filing prior to the date of this Agreementfurnished, then on the date of such filing) contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited and unaudited consolidated financial statements of the Company included (including, in each case, any related notesor incorporated by reference) contained in the Seller Company SEC Reports complied complied, or in the case of Company SEC Reports filed after the date of this Agreement, will comply, as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC with respect theretothereto and fairly present, was or in the case of Company SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, the consolidated balance sheets of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated statements of operations and changes in shareholders’ equity and comprehensive income for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the published rules promulgated by the SEC relating to unaudited financial statements). Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (“GAAP”), except as may be specifically indicated in the notes thereto. (c) The Company has implemented disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are reasonably designed to such ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the Company’s chief executive officer and chief financial statements orofficer or other Persons performing similar functions by others within those entities. (d) Except as and to the extent set forth on the audited annual report of the Group Companies filed with the SEC on April 25, 2015, including the notes thereto, no Group Company has outstanding (i) any Indebtedness or any commitments therefor, or (ii) any financial liability or obligation (whether accrued, absolute, determined, determinable, fixed, contingent or otherwise), except for financial liabilities and obligations (1) incurred in the case ordinary course of unaudited statementsbusiness consistent with past practice since December 31, as permitted by Form 10-Q 2014, or (2) incurred pursuant to this Agreement or in connection with the Transactions or (3) that would not have a Material Adverse Effect. (e) The Company is in compliance with the applicable listing and corporate governance rules and regulations of the SEC) NYSE, subject to availing itself of any “home country” exemption from such rules and fairly presented regulations available to a “foreign private issuer” (as defined under the consolidated financial position of Seller Exchange Act and its Subsidiaries as under the relevant rules and regulations of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance SheetNYSE)."

SEC Filings; Financial Statements. Except as disclosed on Section 5.12(a) of the Buyer Disclosure Schedules: (a) Seller Since January 1, 2011, KCAP has timely filed and made available to Buyer all forms, reports reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by Seller KCAP with the SEC since May 14, 1996 (collectively, the "Seller “KCAP SEC Reports"”). The Seller KCAP SEC Reports (i) at the time filed, complied were prepared in all material respects in accordance with the applicable requirements of the Securities 1933 Act, the 1934 Act of 1933, as amended (the "Securities Act"), and the Exchange Investment Company Act, as the case may be, be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller KCAP SEC Reports or necessary in order to make the statements in such Seller KCAP SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes and schedules) contained in the Seller KCAP SEC Reports complied complied, as to form of its respective date, in all material respects with all applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller KCAP and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of KCAP and its consolidated Subsidiaries for the periods indicated, except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not been and are not expected to be material in amount. The unaudited balance sheet , individually or in the aggregate. (c) To the Knowledge of Seller as the Buyer and KCAP, since the date of May 2the most recently filed KCAP SEC Report, 1999 is referred no event has occurred that would require KCAP to herein as file an 8-K other than events related to the "Seller Balance SheetContemplated Transactions."

SEC Filings; Financial Statements. (a) Seller Since July 1, 2013, Marigold has filed and made available to Buyer or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by Seller Marigold with the SEC since May 14, 1996 (collectivelythe “Marigold SEC Documents”). As of their respective dates, the "Seller Marigold SEC Reports"). The Seller SEC Reports (i) at the time filed, Documents complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and (ii) did not at the time they were filed (or if amended rules and regulations of the SEC promulgated thereunder applicable to such Marigold SEC Documents and, except to the extent that information contained in such Marigold SEC Document has been revised, amended, modified or superseded by a filing (prior to the date of this Agreement) by a later filed Marigold SEC Document, then on the date none of such filing) contain Marigold SEC Documents when filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, in each case, including any related notesnotes and schedules) contained or incorporated by reference in the Seller Marigold SEC Reports Documents: (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q of or any successor form under the SECExchange Act); and (iii) and fairly presented present, in all material respects, the consolidated financial position of Seller Marigold and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Marigold and its consolidated Subsidiaries for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not that are not, individually or in the aggregate, material). Such consolidated financial statements have been prepared from, and are not expected in accordance with, the books and records of Marigold and its Subsidiaries. No financial statements of any Person are required by GAAP to be included in the consolidated financial statements of Marigold. (c) Marigold maintains, and at all times since July 1, 2014 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Marigold and its consolidated Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Marigold; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. Marigold’s management has completed an assessment of the effectiveness of Marigold’s system of internal controls over financial reporting in amountcompliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended June 30, 2015, and, except as set forth in Marigold SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and Marigold’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Marigold maintained effective internal control over financial reporting as of June 30, 2015. The unaudited To the knowledge of Marigold, except as set forth in the Marigold SEC Documents filed prior to the date of this Agreement, since July 1, 2014, Marigold’s independent registered accountant has not identified or been made aware of: any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Marigold; any illegal act or fraud, whether or not material, that involves the management or other employees of Marigold; or any claim or allegation regarding any of the foregoing. (d) Marigold maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in Marigold’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to Marigold’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of Marigold and the principal financial officer of Marigold to make the certifications required under the Exchange Act with respect to such reports. Marigold is in compliance in all material respects with all current listing and corporate governance requirements of NYSE. (e) None of the Marigold or its consolidated Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Seller Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Marigold in any of Marigold’s published financial statements or other Marigold SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to Marigold SEC Documents. To the knowledge of Marigold, none of the Marigold SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Marigold. (g) Each document required to be filed by Marigold with the SEC in connection with the transactions contemplated by this Agreement (the “Marigold Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of May 2the Exchange Act. Marigold Disclosure Documents, 1999 at the time of the filing of such Marigold Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) The information with respect to Marigold that Marigold provides to Montage in writing specifically for use in the proxy statement relating to the Montage Shareholder Meeting and the Marigold Shareholder Meeting jointly prepared by Montage and Marigold (including any amendment or supplement thereto or document incorporated by reference therein, the “Joint Proxy Statement/Prospectus”) that will be sent to the shareholders of Marigold in connection with Marigold Shareholders’ meeting shall not, on the date the Joint Proxy Statement/Prospectus is referred first mailed to herein as shareholders of Marigold or at the "Seller Balance Sheettime of Marigold Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading." (ii) Notwithstanding the foregoing clauses (a) through (g) in Section 3.4, Marigold makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Montage, New Holdco, Merger Sub 1 or Merger Sub 2 for inclusion or incorporation by reference in Marigold Disclosure Documents or the Joint Proxy Statement/Prospectus.

SEC Filings; Financial Statements. (a) Seller Triangle has filed and made available to Buyer Centura all forms, reports reports, and documents required to be filed by Seller Triangle with the SEC since May 14December 31, 1996 1995 (collectively, the "Seller Triangle SEC Reports"). The Seller Triangle SEC Reports (i) at the time filed, complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated in such Seller Triangle SEC Reports or necessary in order to make the statements in such Seller Triangle SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for Triangle Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Sellerthe Triangle Subsidiaries, none of Triangle's Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements Triangle Financial Statements (including, in each case, any related notes) contained in the Seller Triangle SEC Reports, including any Triangle SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements statements, or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller Triangle and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material Material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller Guarantor has filed and made available to Buyer with the SEC all reports, schedules, forms, reports statements and other documents (including all exhibits thereto) required to be filed by Seller with the SEC since May 14September 30, 1996 1998 (collectively, the "Seller Post-1998 Guarantor SEC ReportsDocuments"). The Seller Except as set forth in the Guarantor SEC Reports (i) at the time filedDocuments, complied such reports, schedules, forms statements and other documents were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, ; and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None With the exception of SellerTycom Ltd., none of the Guarantor's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SECSEC periodic reports pursuant to the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller Post-1998 Guarantor SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was Documents were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, thereto or in the case of unaudited statementsPost-1998 Guarantor SEC Documents), as permitted by Form 10-Q of the SEC) and each fairly presented presents in all material respects, the consolidated financial position of Seller Guarantor and its Subsidiaries consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that for purposes of the foregoing representation, the unaudited interim financial statements (i) shall be read in conjunction with the Guarantor's consolidated financial statements contained in the Guarantor's 2000 Annual Report on Form 10-K, and (ii) were or are subject to normal and recurring year-year end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer in a timely manner all forms, reports and documents that the Company was required to be file with the SEC under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934 (as amended, and including any successor thereto and any rules and regulations promulgated thereunder, the "Exchange Act") since January 1, 2001. As of their respective filing dates (or, if amended, when amended), the documents filed by Seller the Company with the SEC since May 14January 1, 1996 2001 (collectively, the "Seller SEC ReportsFilings"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 19331933 (as amended, as amended (and including any successor thereto and any rules and regulations promulgated thereunder, the "Securities Act"), and . The Company satisfies the Exchange registrant requirements for the use of Form S-3 for secondary offerings under the Securities Act, as . None of the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) SEC Filings contain any untrue statement of a material fact or omit to state a material fact facts required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, made therein not misleading. None of Seller's Subsidiaries is Since January 1, 2001, the Company has timely filed all documents that it was required to file any formsunder the Securities Act or the Exchange Act, reports or other and all such documents with the SEC. (b) Each of the were complete and accurate in all material respects. The consolidated financial statements (including, in each case, any related notes) contained of the Company included in the Seller SEC Reports complied as to form Filings (the "Financial Statements") comply in all material respects with applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect thereto, was . The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis throughout ("GAAP") and fairly present the consolidated financial position of the Company and its subsidiaries at the dates thereof and the results of their operations and cash flows for the periods involved then ended (except as may be indicated in the notes to such financial statements orsubject, in the case of unaudited statements, to normal, recurring adjustments and the absence of complete footnotes). Except as permitted by Form 10-Q of and to the SEC) and fairly presented extent reflected in the consolidated financial position of Seller Financial Statements, the Company and its Subsidiaries subsidiaries did not have, as of the respective dates of the Financial Statements, any liabilities or obligations (other than obligations of continued performance under contracts and other commitments and arrangements entered into in the consolidated ordinary course of business that are not in the nature of contingent liabilities) which GAAP would require the Company to reflect in the Financial Statements. Except as disclosed in the 2003 SEC Filings, there have not been any changes in the assets, liabilities (contingent or otherwise), financial condition or operations of the Company or any of its subsidiaries from that reflected in the Financial Statements for the period ended December 31, 2002, except changes in the ordinary course of business that are consistent with past practices that, individually or in the aggregate, are not material to the financial condition or results of its operations and cash flows for of the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance SheetCompany."

SEC Filings; Financial Statements. (a) Seller Acquiror, and each Acquiror Subsidiary required to file, has filed and made available to Buyer all forms, reports reports, statements and other documents required to be filed by Seller with the SEC since May 14January 1, 1996 1997, and has heretofore furnished to the Company, in the form filed with the SEC since such date, together with any amendments thereto, all of such forms, reports, statements and other documents, including without limitation, its (i) Annual Reports on Form 10-K; (ii) Quarterly Reports on Form 10-Q; (iii) proxy statements relating to meetings of stockholders (whether annual or special); (iv) reports on Form 8-K; and (v) other reports or registration statements filed by Acquiror and/or such Acquiror Subsidiaries (collectively, the "Seller Acquiror SEC Reports"). The Seller As of their respective filing dates, the Acquiror SEC Reports (iincluding all Acquiror SEC Reports filed after the date of this Agreement and prior to the Effective Time): (x) at the time complied (or will comply when filed, complied ) as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Securities Act, as the case may be, applicable; and (iiy) did not or shall not at the time they were are filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No Acquiror Subsidiary is required to file any formsform, reports report, statement or other documents document with the SECSEC except in conjunction with the filling of the Acquiror SEC Reports. (b) Each of the The audited consolidated financial statements and unaudited interim financial statements of Acquiror (including, in each case, any related notesincluding the notes and schedules thereto) contained or incorporated by reference in the Seller Acquiror SEC Reports (including all Acquiror SEC Reports filed after the date of this Agreement and prior to the Effective Time) (the "Acquiror Financial Statements") complied as to form or shall comply in all material respects with applicable GAAP accounting requirements and with the applicable published rules and regulations of the SEC with respect thereto. The Acquiror Financial Statements present or shall present fairly in all material respects the consolidated financial position of Acquiror and the Acquiror Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows of Acquiror and the Acquiror Subsidiaries for the periods indicated, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, noted therein) and subject in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not adjustments. (c) Except as disclosed in the Acquiror SEC Reports filed prior to the date of this Agreement, none of Acquiror or any of the Acquiror Subsidiaries is indebted to any director, officer, employee, agent or consultant of Acquiror or any of the Acquiror Subsidiaries (except for amounts due as normal salaries and are not expected bonuses and in reimbursement of ordinary expenses) and no such person is indebted to Acquiror or any of the Acquiror Subsidiaries, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act. (d) Acquiror has filed all exhibits to the Acquiror SEC Reports required by Item 601 of SEC Regulation S-K and has filed (or made available to the Company) all material contracts that would have been required to be filed if there were no exclusions or exceptions in amount. The unaudited balance sheet paragraph (b)(10) of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetsuch Item 601."

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to the Company and the Sellers a correct and complete copy of each report, registration statement and definitive proxy statement filed by Buyer with the Securities and Exchange Commission (the “SEC”) (the “Buyer SEC Reports”), which are all the forms, reports and documents required to be filed by Seller Buyer with the SEC since May 14, 1996 (collectively, prior to the "Seller date of this Agreement. As of their respective dates the Buyer SEC Reports"). The Seller SEC Reports : (i) at the time filed, were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning the Buyer SEC Reports as of Seller's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in Buyer SEC Reports, including each Buyer SEC Report filed after the Seller SEC Reports date hereof until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the SECExchange Act) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Seller and its Subsidiaries as of Buyer at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller have a Material Adverse Effect on Buyer taken as of May 2, 1999 is referred to herein as the "Seller Balance Sheeta whole."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by Seller it with the SEC since May 14, 1996 (collectively, under the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of Exchange Act or the Securities Act of 1933, as amended for the one year preceding the date hereof (the "Securities Act"“SEC Reports”), and the Exchange Act, as the case may be, and (ii) did not at . As of the time they were it was filed with, or furnished to, the SEC (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) contain and, as of the time they were filed or furnished, none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of Seller's Subsidiaries the SEC Reports is required to file any forms, reports or other documents with the SECsubject of an ongoing SEC review. (b) Each As of their respective filing dates, the financial statements of the consolidated financial statements (including, in each case, any related notes) contained Company included in the Seller SEC Reports Reports, together with the related schedules and notes thereto (collectively, the “Financial Statements”), complied as to form in all material respects with the applicable published rules and regulations requirements of the SEC with respect theretoSecurities Act and the Exchange Act, was as applicable, and presented fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its results of operations and cash flows for the periods shown, and such Financial Statements have been prepared in accordance conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (covered thereby except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to any normal and recurring year-end adjustments in the Company’s quarterly financial statements. Except as set forth in the consolidated financial statements of the Company included in the 2024 SEC Reports filed at least one (1) Trading Day prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such Financial Statements, none of which were not and are not expected to be material in amounthave had a Material Adverse Effect. The unaudited balance sheet books of Seller as account and other financial records of May 2, 1999 is referred to herein as the "Seller Balance SheetCompany are true and complete in all material respects."

SEC Filings; Financial Statements. (a) Seller Highwoods and Highwoods/Forsyth Limited Partnership has timely filed and made available to Buyer JCN all forms, reports and documents SEC Documents required to be filed by Seller with the SEC Highwoods or Highwoods/Forsyth Limited Partnership since May June 14, 1996 1994 (collectively, the "Seller Highwoods SEC Reports"). The Seller Highwoods SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Highwoods SEC Reports or necessary in order to make the statements in such Seller Highwoods SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries Except for Highwoods/Forsyth Limited Partnership, no Highwoods Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents. (b) Each of the consolidated financial statements Highwoods Financial Statements (including, in each case, any related notes) contained in the Seller Highwoods SEC Reports, including any Highwoods SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented in all material respects the consolidated financial position of Seller Highwoods and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller Foilmark has timely filed and made available to Buyer Holopak all forms, reports and documents SEC Documents required to be filed by Seller with the Foilmark since January 1, 1994 or such later date as Foilmark first filed, or was first obligated to file, such SEC since May 14, 1996 Documents (collectively, the "Seller Foilmark SEC Reports"). The Seller Foilmark SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreementfiling, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Foilmark SEC Reports or necessary in order to make the statements in such Seller Foilmark SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No Foilmark Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents. (b) Each of the consolidated financial statements Foilmark Financial Statements (including, in each case, any related notes) contained in the Seller Foilmark SEC Reports, including any Foilmark SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC Securities and Exchange Commission (the "SEC") with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except to the extent required by changes to GAAP or as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented in all material respects the consolidated financial position of Seller Foilmark and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet amount or effect and any pro forma financial information contained in the Joint Proxy Statement/Prospectus on Form S-4 to be filed in connection with the Merger is not necessarily indicative of Seller the consolidated financial position of Foilmark and the Foilmark Subsidiaries, as the case may be, as of May 2the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated. (c) Since November 1, 1999 1988, or the date of organization if later, Foilmark and each of its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Regulatory Authorities, including but not limited to financial reports filed with foreign governmental agencies. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of its respective date, each such report and document did not, in any material respect, contain any untrue statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, provided, however, that to the extent that the foregoing relates to facts or omission regarding Persons other than Foilmark and its Affiliates, such representation and warranty is referred made to herein as the "Seller Balance SheetFoilmark's Knowledge."

SEC Filings; Financial Statements. (a) Seller Since October 1, 2008 the Company has filed and made available to Buyer all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents required to be filed by Seller with it under the SEC since May 14Securities Act or the Exchange Act, 1996 as the case may be, through the date hereof (collectively, the "Seller “Company SEC Reports"Filings”). The Seller Each Company SEC Reports Filing (i) at the time filedas of its date, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and (ii) did not not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementit was filed, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. None As of Seller's Subsidiaries the date of this Agreement, no Company Subsidiary is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, Filings was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated, and each presented fairly the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes to such financial statements orsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were did not and are not would not, individually or in the aggregate, reasonably be expected to be material in amounthave a Company Material Adverse Effect). The unaudited books and records of the Company and each Company Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements. (c) Except as and to the extent set forth on the consolidated balance sheet of Seller the Company and the Company Subsidiaries as of May 2June 30, 1999 is referred 2010 included in the Company Form 10-Q, including the notes thereto, none of the Company or any consolidated Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to herein as be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the "Seller Balance Sheetordinary course of business consistent with past practice since June 30, 2010 that would not, individually or in the aggregate, reasonably be expected to (i) prevent or materially delay consummation of the Merger, (ii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (iii) have a Company Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller Buyer has timely filed and made available to Buyer the Shareholders all forms, reports and documents required to be filed by Seller Buyer with the SEC Securities and Exchange Commission (the "SEC") since May 14December 31, 1996 other than registration statements on Form S-8 (collectively, the "Seller Vista SEC Reports"). The Seller Vista SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Act, and the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Vista SEC Reports or necessary in order to make the statements in such Seller Vista SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Vista SEC Reports Reports, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of QSB promulgated by the SEC) and presented fairly presented or will present fairly, in all material respects, the consolidated financial position of Seller Buyer and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited consolidated balance sheet of Seller Buyer as of May 2June 30, 1999 1998 is referred to herein as the "Seller Vista Balance Sheet." (c) Vista is eligible to use Form S-3 for registration of outstanding shares to be sold for the account of any person other than Vista.

SEC Filings; Financial Statements. (a) Seller Depot has filed and made available to Buyer Viking all forms, reports and documents required to be filed by Seller Depot with the SEC since May 14January 1, 1996 1995 other than registration statements on Form S-8 (collectively, the "Seller Depot SEC Reports"). The Seller Depot SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Depot SEC Reports or necessary in order to make the statements in such Seller Depot SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerDepot's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Depot SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller Depot and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited audited balance sheet of Seller Depot as of May 2December 27, 1999 1997 is referred to herein as the "Seller Depot Balance Sheet."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer or otherwise furnished (as applicable), all forms, reports reports, statements, schedules and other documents required to be filed by Seller with or furnished to the SEC by the Company since May 14January 1, 1996 2017 (including any amendments thereto, collectively, the "Seller “Company SEC Reports"”). The Seller As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (i) at and to the time filedextent such Company SEC Reports were amended, complied then as of the date of filing of such amendment), and as of the date of effectiveness in all material respects with the applicable requirements case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the "“Securities Act"”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), and the Company SEC Reports (i) complied in all material respects with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. None misleading as of Seller's Subsidiaries is required to file any forms, reports its filing date or other documents with the SECeffective date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in or incorporated by reference into the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such thereto) and each fairly presented, in all material respects, the consolidated financial statements orposition, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, as permitted by Form 10to normal year-Q end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SECSEC relating to unaudited financial statements), in each case in accordance with GAAP, except as may be noted therein. (c) Except as and fairly presented to the extent set forth in the consolidated financial position statements of Seller the Company and its Subsidiaries (including the notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on April 29, 2020 or otherwise disclosed by the Company in current report on Form 6-K, no Group Company has outstanding (i) any material Indebtedness or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2019, (B) incurred pursuant to this Agreement or in connection with the Transactions, or (C) which do not, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company has established and maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act to ensure that all material information concerning the Company and its Subsidiaries required to be included in reports filed under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the dates end of the period covered by the Company’s most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Neither the Company nor, to the knowledge of the Company, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the knowledge of the Company, there is, and since January 1, 2017, there has been, no fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) The Group Companies maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated results financial statements in accordance with GAAP and include those policies and procedures that are designed to (i) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations, (ii) require the maintenance of its operations records that, in reasonable detail, accurately and cash flows for fairly reflect the periods indicatedtransactions and dispositions of a Group Company’s assets, except (iii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with GAAP, (iv) provide reasonable assurance that receipts and expenditures of the Company are permitted only in accordance with appropriate authorization, (v) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a Group Company’s assets that would have a material effect on the consolidated financial statements, and (vi) provide reasonable assurance that the unaudited interim financial statements were or are subject recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetany differences."

SEC Filings; Financial Statements. (a) Seller UPC has filed and made available to Buyer Mutual all forms, reports reports, and documents required to be filed by Seller UPC with the SEC since May 14December 31, 1996 1993 (collectively, the "Seller UPC SEC Reports"). The Seller UPC SEC Reports (i) at the time filed, complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such latter filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated in such Seller UPC SEC Reports or necessary in order to make the statements in such Seller UPC SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for UPC Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Seller's the UPC Subsidiaries, none of UPC Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements UPC Financial Statements (including, in each case, any related notes) contained in the Seller UPC SEC Reports, including any UPC SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present in all Material respects the consolidated financial position of Seller UPC and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material Material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller Acquiror has filed and made available to Buyer all forms, reports reports, statements and other documents required to be filed by Seller with the SEC since May 14January 1, 1996 1997, and has heretofore delivered to the Company, in the form filed with the SEC since such date, together with any amendments thereto, all of its (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q, (iii) proxy statements relating to meetings of stockholders (whether annual or special), (iv) reports on Form 8-K and (v) other reports or registration statements filed by Acquiror and such Acquiror Subsidiaries (collectively, the "Seller Acquiror SEC Reports"). The Seller As of their respective filing dates, the Acquiror SEC Reports (i) at the time filed, complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Securities Act, as the case may beapplicable, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements (including, in each case, any related notes) contained and unaudited interim financial statements of Acquiror included in the Seller Acquiror SEC Reports Reports, including all related notes and schedules, complied as to form in all material respects with applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect thereto. The financial statements, was prepared including all related notes and schedules, contained in the Acquiror SEC Reports (or incorporated by reference therein) present fairly in all material respects the consolidated financial position of Acquiror and the Acquiror Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Acquiror and the Acquiror Subsidiaries for the periods indicated, in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, noted therein) and subject in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetadjustments."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all forms, reports and documents required to be filed by Seller it with the SEC since May 14January 1, 1996 1998 (collectively, the "Seller Company SEC Reports"). The Seller As of their respective dates, the Company SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, applicable to such Company SEC Reports, and (ii) did not at none of the time they were Company SEC Reports when filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in light of the circumstances under which they were made, not misleading and did not when filed omit any material documents required to be filed as exhibits thereto. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report filed prior to the date of this Agreement, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries . (b) No Subsidiary is required to file any formsform, reports report or other documents document with the SECSEC pursuant to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (except any such requirements of any Subsidiary resulting from the issuance of the capital securities). (bc) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated position, results of its operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicatedindicated therein in accordance with United States generally accepted accounting principles (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not adjustments). (d) Except (i) as reflected in the financial statements described in paragraph (c) above or in the notes thereto, (ii) as contemplated hereunder, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and are not expected (iv) for liabilities and obligations incurred since September 30, 1998 in the ordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise, including, without limitation, with respect to prior purchases or sales of shares, assets or businesses or the funding of any pension, benefit or similar plan) that would be required to be material reflected on a balance sheet, or in amount. The unaudited balance sheet of Seller as of May 2the notes thereto, 1999 is referred to herein as prepared in accordance with United States generally accepted accounting principles, except for liabilities and obligations which would not, individually or in the "Seller Balance Sheetaggregate, have a Company Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller Parent has filed and made available to Buyer or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or otherwise transmitted by Seller it with the SEC SEC) since May 14January 1, 1996 2010 and prior to the date hereof (collectivelysuch documents filed since January 1, 2010 and prior to the date hereof, the "Seller “Parent SEC Reports"”). The Seller As of their respective dates, each of the Parent SEC Reports (i) at the time filed, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), rules and regulations promulgated thereunder and the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the case may be, and (ii) did not at date so filed. Except to the time they were filed (or if extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of this Agreementtheir respective dates (and if so amended or superseded, then on the date of such subsequent filing) contain ), none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements of Parent (including, in each case, including any related notesnotes thereto) contained included in Parent’s Annual Report on Form 10-K for the Seller fiscal year ended December 31, 2010 filed with the SEC Reports complied as to form have been prepared in accordance with GAAP in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly presented present in all material respects the consolidated financial position of Seller Parent at the respective dates thereof and its Subsidiaries the consolidated statements of operations, cash flows and changes in Shareholders’ equity for the periods indicated therein. The unaudited consolidated financial statements of Parent (including any related notes thereto) for all interim periods included in Parent’s quarterly reports on Form 10-Q filed with the SEC since March 31, 2011 have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of Parent as of the respective dates thereof and the consolidated results statements of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are indicated therein (subject to normal and recurring yearperiod-end adjustments which adjustments). (c) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are reasonably designed to ensure that material information relating to Parent is made known to the chief executive officer and the chief financial officer of Parent by others within those entities. (d) Since December 31, 2010, Parent has not disclosed to Parent’s independent registered accounting firm and the audit committee of Parent’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Since December 31, 2010, Parent has not identified any material weaknesses in the design or operation of its internal control over financial reporting. To the Knowledge of Parent, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 when next due. Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that provides reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Parent does not have any liabilities of any nature, except liabilities that (i) are accrued or reserved against in the most recent financial statements included in the Parent SEC Reports filed prior to the date hereof or are reflected in the notes thereto, (ii) were incurred in the ordinary course of business since the date of such financial statements, (iii) are incurred in connection with the transactions contemplated by this Agreement, (iv) have been discharged or paid in full prior to the date of this Agreement in the ordinary course of business, or (v) would not, or would not and are not reasonably be expected to be material to, individually or in amount. The unaudited balance sheet of Seller as of May 2the aggregate, 1999 is referred to herein as the "Seller Balance Sheethave a Parent Material Adverse Effect."

SEC Filings; Financial Statements. (a) Seller FLB has filed and made available to Buyer SCB accurate and complete copies of all forms, reports and documents SEC Documents required to be filed by Seller FLB with the SEC since May 14, 1996 its organization (collectively, the "Seller FLB SEC Reports"). The Seller FLB SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller FLB SEC Reports or necessary in order to make the statements in such Seller FLB SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for FLB Subsidiaries that are registered as brokers, dealers, investment advisers, or associated persons thereof, none of Seller's the FLB Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements FLB Financial Statements (including, in each case, any related notes) contained in the Seller FLB SEC Reports complied Reports, complied, and each SEC Document filed by FLB after the date of this Agreement until the Effective Time will comply, as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented the consolidated financial position of Seller FLB and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all forms, reports reports, schedules, statements and other documents required to be filed by Seller with it during the SEC since May 14, 1996 12 months immediately preceding the date of this Agreement (collectively, as supplemented and amended since the "Seller time of filing, the “Company SEC Reports")”) with the SEC. The Seller Company SEC Reports (i) at the time filed, complied were prepared in all material respects in accordance with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may beapplicable, and (ii) did not not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfiled, then on the date of such filing) contain any untrue statement of a material fact or omit to state a any material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None The representation in clause (ii) of Seller's Subsidiaries is required the preceding sentence does not apply to file any forms, reports misstatement or other documents with the SEComission in any Company SEC Report that was superseded by subsequent Company SEC Reports. (b) Each of the The audited consolidated financial statements (including, in each case, any related notes) contained and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods involved indicated (except as may otherwise be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SECnotes) and present fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated position, results of its operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except interim financial statements may not contain all notes and are subject to year-end adjustments). (c) As provided on Schedule 3.4, the unaudited balance sheet as of March 1, 2008 (“Latest Balance Sheet Date”) of the Company relating to the Business (the “Latest Balance Table of Contents Sheet”) and the unaudited statements of income, changes in shareholders’ equity and cash flows of the Company relating to the Business for the six-month period then ended (such statements and the Latest Balance Sheet, the “Latest Financial Statements”) are based upon the books and records of the Company, have been prepared in accordance with GAAP consistently applied during the periods indicated and present fairly, in all material respects, the financial position, results of operations and cash flows of the Business at the respective dates and for the respective periods indicated, except that the unaudited interim financial statements were or Latest Financial Statements may not contain all notes and are subject to normal and recurring year-end adjustments adjustments, none of which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetmaterial."

SEC Filings; Financial Statements. (a) Seller Hyperion has filed and made available to Buyer Arbor all forms, reports and documents required to be filed by Seller Hyperion with the SEC since May 14July 1, 1996 1995 other than registration statements on Form S-8 (collectively, the "Seller Hyperion SEC Reports"). The Seller Hyperion SEC Reports (i) at the time filedfiled or, with respect to registration statements filed with the SEC under the Securities Act, as of the effective date thereof, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Hyperion SEC Reports or necessary in order to make the statements in such Seller Hyperion SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerHyperion's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Hyperion SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller Hyperion and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited audited balance sheet of Seller Hyperion as of May 2June 30, 1999 1997 is referred to herein as the "Seller Hyperion Balance Sheet."

SEC Filings; Financial Statements. (a) Seller Except as set forth on EQBK Confidential Schedule 4.04, EQBK has timely filed and made available to Buyer Xxxxx all forms, reports reports, and documents required to be filed by Seller EQBK with the SEC since May 14, 1996 its initial public offering (collectively, the "Seller “EQBK SEC Reports"”). The Seller EQBK SEC Reports, including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not or will not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller EQBK SEC Reports or necessary in order to make the statements in such Seller EQBK SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Seller's EQBK that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of EQBK, no Subsidiary of EQBK is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes) of EQBK contained in the Seller EQBK SEC Reports (“EQBK Financial Statements”), including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller EQBK and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. To the Knowledge of Tejas: (a) Seller Tejas has timely filed and made available to Buyer or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Seller it with the SEC since May 14June 1, 1996 2005 (all such forms, reports, statements, certificates and other documents filed by Tejas with the SEC, whether or not required to be filed, collectively, the "Seller Tejas SEC Reports"). The Seller Each of Tejas’ SEC Reports (i) at the time filedReports, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1933, as amended 1934 and the rules and regulations promulgated thereunder (the "Securities Exchange Act"), and the Exchange Act, each as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then in effect on the date so filed and with then applicable accounting standards. None of such filing) contain the Tejas SEC Reports, when filed as amended, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements of Tejas and its Subsidiaries (including, in each case, any including the related notesnotes and schedules) contained included in the Seller Tejas SEC Reports complied comply as to form in all material respects respect with the applicable published rules and regulations of the SEC with respect thereto, was applicable thereto and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such thereto). Each of the consolidated balance sheets of the Tejas and its Subsidiaries included in the Tejas SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Tejas and its Subsidiaries at the respective dates thereof, and each of the related consolidated statements orof operations, cash flows and changes in stockholders' equity included in the Tejas SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations and cash flows of Tejas and its Subsidiaries for the periods indicated (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring yearperiod-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetadjustments)."

SEC Filings; Financial Statements. (a) Seller The Parent has filed and made available to Buyer all forms, reports reports, registration statements, schedules, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) (collectively, "Parent's SEC Documents") required to be filed by Seller it under the Exchange Act and the Securities Act since February 1, 2004. As of the time it was filed with the SEC since May 14(or, 1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain Parent's SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder; and (ii) none of Parent's SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, including the notes thereto) included in each case, any related notesor incorporated by reference into Parent's SEC Documents: (i) contained in the Seller SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC) , and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments audit adjustments, which were not and are not expected to will not, individually or in the aggregate, be material in amount. The unaudited balance sheet magnitude; and (iii) fairly present in all material respects the financial position of Seller Parent as of May 2the respective dates thereof and the results of operations, 1999 is referred to herein as shareholders' equity and cash flows of Parent for the "Seller Balance Sheetperiods covered thereby. Parentis not aware of any facts or circumstances that will necessitate a restatement of any financial statements that have been included in Parent's SEC Documents."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer all forms, reports and documents proxy statements (including all information incorporated therein, amendments and supplements thereto) required to be filed by Seller the Company with the SEC Securities and Exchange Commission (the "SEC") since May 14January 1, 1996 2005 (all reports filed by the Company under the Securities Exchange Act of 1934, and the applicable rules and regulations promulgated thereunder since January 1, 2006, including any amendments thereto, collectively, the "Seller SEC Reports"). The Seller As of their respective dates, the SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act")1934, and the Exchange Act, as the case may be, applicable rules and (ii) did not at regulations promulgated thereunder. As of the time they were of filing with the SEC, none of the SEC Reports so filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements of the Company (including, in each case, including any related notesnotes thereto) contained included in the Seller SEC Reports complied as to form in all material respects with (the applicable published rules and regulations of the SEC with respect thereto, was "Year-End Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly presented present in all material respects the consolidated financial position of Seller the Company and its Subsidiaries as of subsidiaries at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders' equity of the Company and its subsidiaries for the periods indicated, except that the . The unaudited interim consolidated financial statements were or are of the Company (including any related notes thereto) for all interim periods included in the SEC Reports (together with the Year-End Statements, the "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity of the Company and its subsidiaries for the periods indicated (subject to normal and recurring yearperiod-end adjustments which were that have not been and are not expected to be material to the Company and its subsidiaries taken as a whole). (c) To the Company's knowledge, except as set forth in amountthe Financial Statements, the Schedule of Exceptions or the Operative Agreements, or with respect to the Debt Financing, the Company has no material liabilities, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to March 31, 2007 and (b) liabilities or obligations under contracts and commitments incurred in the ordinary course of business or otherwise not required under generally accepted accounting principles to be reflected in the Financial Statements. Except as disclosed in the Financial Statements, neither the Company nor any subsidiary is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation, other than the Company or any subsidiary. The unaudited balance sheet Company maintains a system of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetaccounting established and administered in accordance with generally accepted accounting principles."

SEC Filings; Financial Statements. (a) Seller has Prior to the Closing Date, SeaBridge will have filed and made available to Buyer all forms, reports reports, statements and documents (collectively, the “SEC Reports”) required to be filed by Seller it with the SEC since May 14, 1996 (collectively, the "Seller SEC. The SEC Reports"). The Seller SEC Reports , after giving effect to any amendments thereto, (i) at the time filed, complied were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations then in effect thereunder and (ii) did not not, at the time they were filed or furnished (or and if amended or superseded by a filing prior to the date of this Reorganization Agreement, then on the date of such amended or superseding filing) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of Seller's Subsidiaries SeaBridge is currently required to file any formsform, reports report or other documents document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller SEC Reports complied as to form (i) are in all material respects accordance with the applicable published rules books and regulations records of SeaBridge; (ii) present fairly and accurately the financial condition of SeaBridge, and its consolidated Subsidiaries as of the dates of the balance sheets; (iii) present fairly and accurately the results of operations for the periods covered by such statements; (iv) present fairly and accurately the changes in stockholders’ equity and cash flows for the periods covered by such statements; (v) have been prepared in accordance with GAAP applied on a consistent basis; (vi) include all adjustments (consisting of only normal recurring accruals which are necessary for a fair presentation of the financial condition of SeaBridge and its consolidated Subsidiaries, and of the results of operations of SeaBridge and its consolidated Subsidiaries for the periods covered by such statements; and (vii) fully comply with all requirements of SEC with respect Regulation S-K and all applicable securities laws, and each fairly presented the financial position, results of operations and changes in stockholders’ equity and cash flows of SeaBridge and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein. (c) Except to the extent set forth on the audited consolidated balance sheet of SeaBridge as of December 31, 2010, including the notes to the audited financial statements of which such balance sheet is a part and which is included in SeaBridge’s Form 10-K for the year ended December 31, 2010 (the “SeaBridge Balance Sheet”), and any subsequent quarterly filings on Form 10-K neither SeaBridge nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout basis. (d) SeaBridge has heretofore made available to the periods involved UGH Partnerships, true, complete and correct copies of all amendments and modifications (except if any) that have not been filed by SeaBridge with the SEC to all agreements, documents and other instruments that previously had been filed by SeaBridge as may be indicated in exhibits to the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not SEC Reports and are not expected to be material currently in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheeteffect."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer all forms, reports reports, schedules, proxy statements, registration statements and other documents (including all exhibits thereto) required to be filed by Seller with the SEC since May 14January 31, 1996 1998 (collectively, the "Seller SEC --- Reports"). The Seller SEC Reports (including but not limited to any financial ------- statements or schedules included or incorporated by reference therein) (i) at the time they became effective, in the case of registration statements, or when filed, in the case of any other SEC Report, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and (ii) do not (except to the extent revised or superseded by a subsequent filing with the SEC), and did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfiled, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any related notes) contained in the Seller SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in and present fairly the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller the Company and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows of the Company for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (which were in the aggregate are not material in amount) and do not contain all the footnote disclosures required by United States generally accepted accounting principles for audited financial statements. (c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, except liabilities reflected or reserved against or disclosed in the financial statements of the Company included in the Company's Form 10-Q for the quarter ended July 31, 2000, and except liabilities incurred since July 31, 2000 that (i) have been incurred in the ordinary course of business, consistent with past practice, and (ii) have not had and are not expected reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has heretofore furnished to Parent a complete and correct copy of (i) any material agreements, documents or other instruments that will be required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, which have not yet been filed with the SEC, and (ii) any material in amount. The unaudited balance sheet of Seller as of May 2amendments or modifications which have not yet been filed with the SEC to agreements, 1999 is referred documents or other instruments which previously had been filed by the Company with the SEC pursuant to herein as the "Seller Balance SheetSecurities Act or the Exchange Act."

SEC Filings; Financial Statements. (a) Seller has filed and made available to Buyer all All forms, reports and other documents required to be filed by Seller the Buyer with the SEC since May 14January 1, 1996 1999 (collectively, including those that the Buyer may file after the date hereof until the Closing) are referred to herein as the "Seller Buyer SEC Reports"). ." The Seller Buyer SEC Reports (i) at the time filed, complied were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports. As of their respective dates, the Buyer SEC Reports, after giving effect to any amendments and supplements thereto filed (or if amended or superseded by a filing prior to the date hereof, complied in all material respects with the requirements of this Agreementthe Securities Act or the Exchange Act, then on as the case may be, applicable to such Buyer SEC Reports. None of the Buyer SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date of such filing) contain hereof, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes and schedules) contained or to be contained in the Seller Buyer SEC Reports (i) complied or will comply as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was (ii) were or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q of under the SECExchange Act or for normal year-end adjustments), and (iii) and fairly presented or will fairly present the consolidated financial position of Seller and its Subsidiaries the Buyer as of the dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amountadjustments. The unaudited balance sheet of Seller the Buyer as of May 2March 31, 1999 2001 is referred to herein as the "Seller Buyer Balance Sheet." (c) The information to be supplied by the Buyer for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement not misleading. The information to be supplied by the Buyer for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of the Company, at the time of the Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Buyer or any of its Affiliates, officers or directors should be discovered by the Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Buyer shall promptly inform the Company.

SEC Filings; Financial Statements. (ai) Seller The Company has filed and made available to Buyer all forms, reports and documents (including all exhibits) required to be filed by Seller it with the SEC since May 14, 1996 (collectively, the "Seller “SEC Reports"”), other than audited financial statements for acquired properties that are not yet due. The Seller SEC Reports Reports, each as amended prior to the date hereof, (i) at the time filedhave been prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at except to the time they were filed (or if amended extent any SEC Report has been revised or superseded by a filing later filed SEC Report filed prior to the date of this Agreementhereof did not, then on when filed or as amended prior to the date of such filing) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. The Company does not have any outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports, nor has it received letters requesting information or otherwise inquiring as to any matters affecting the Company or the Partnership which have not been adequately addressed. None of Seller's the Company SEC Reports is the subject of any confidential treatment request by the Company. None of the Subsidiaries is required subject to periodic reporting requirements under the Exchange Act or a requirement to file any formsform, reports report or other documents document with the SECSEC or any national securities exchange. (bii) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller SEC Reports complied Reports, as amended prior to form in all material respects with the applicable published rules and regulations of the SEC with respect theretodate hereof, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such thereto) and each fairly presented, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments adjustments). (iii) At all applicable times, the Company has been and is in compliance in all material respects with (x) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated thereunder and (y) the applicable listing and corporate governance rules and regulations of the NYSE. (iv) The Company has designed disclosure controls and procedures required by Rule 13a-15 or Rule 15d — 15 under the Exchange Act to ensure that material information relating to the Company, including its Subsidiaries, is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (v) The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which were are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud or allegation of fraud, whether or not and material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. To the knowledge of the Company, the Company has not received any complaints since December 31, 2005 regarding accounting, internal accounting controls or auditing matters, including any such complaint regarding questionable accounting or auditing matters. (vi) There are not expected no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (vii) Neither the Company nor any of its Subsidiaries has any liabilities of a nature required by GAAP to be material reflected in amount. The unaudited a consolidated balance sheet or the notes thereto, except liabilities that (v) are accrued or reserved against in the most recent financial statements included in the SEC Reports filed prior to the date hereof or are reflected in the notes thereto, that were material, (w) were incurred in the ordinary course of Seller as business consistent with past practice since the date of May 2such financial statements, 1999 is referred (x) were incurred pursuant to herein as the "Seller Balance Sheettransactions contemplated by this Agreement, or (y) have been discharged or paid in full prior to the date of this Agreement in the ordinary course of business."

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer Seller all forms, reports and documents required to be filed by Seller Buyer with the SEC since May 14January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Buyer SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller Buyer and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller Buyer as of May 2October 31, 1999 1998 is referred to herein as the "Seller Buyer Balance Sheet."

SEC Filings; Financial Statements. (a) Seller JDA has timely filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since May 14, 1996 (collectively, the "Seller JDA SEC Reports"). The Seller Each of the JDA SEC Reports (i) at the time it was filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were it was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller JDA SEC Reports Report or necessary in order to make the statements in such Seller JDA SEC ReportsReport, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller JDA SEC Reports, including any JDA SEC Reports filed after the date of this Agreement until the Closing, complied or when filed will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of promulgated by the SEC) and presented fairly presented or when filed will present fairly, in all material respects, the consolidated financial position of Seller JDA and its Subsidiaries as of the dates respective dates, and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller CCBF has timely filed and made available to Buyer Stone Street all forms, reports and documents SEC Documents required to be filed by Seller with the SEC CCBF since May 14December 31, 1996 1995 (collectively, the "Seller CCBF SEC Reports"). The Seller CCBF SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller CCBF SEC Reports or necessary in order to make the statements in such Seller CCBF SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each CCBF (i) has delivered (or will deliver, when issued) the CCBF Financial Statements to Stone Street. Except as Previously Disclosed, the CCBF Financial Statements (as of the consolidated financial statements dates thereof and for the periods covered thereby) (includingi) are or will be in accordance with the books and records of CCBF and the CCBF Subsidiaries, in each case, any related notes) contained in the Seller SEC Reports complied as to form which are or will be complete and accurate in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared which have been or will have been maintained in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved good business practices, (except as may be indicated ii) present or will present fairly in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented all material respects the consolidated financial position and the consolidated results of Seller operations, changes in shareholders' equity and its cash flows of CCBF and the CCBF Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that in accordance with GAAP, subject in the unaudited case of interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or, to the Knowledge of CCBF, are not expected to be material in amount. The unaudited balance sheet of Seller , and (iii) with respect to the CCBF Financial Statements as of May 2and for the years ended December 31, 1999 is referred to herein as the "Seller Balance Sheet1998, December 31, 1997 and December 31, 1996, have been audited and reported upon by independent certified public accountants."

SEC Filings; Financial Statements. (a) Seller Seagate has filed and made available to Buyer all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Seller it with the SEC since May 14December 11, 1996 2002 (all such forms, reports, statements, certificates and other documents filed since December 11, 2002, collectively, the "Seller “Seagate SEC Reports"”). The Seller Each of the Seagate SEC Reports (i) at Reports, as amended prior to the time fileddate of this Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), rules and regulations promulgated thereunder and the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the case may bedate so filed. None of the Seagate SEC Reports contained, and (ii) did not at the time they were when filed (or or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filing) contain amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None Seagate has made available to Maxtor true, correct and complete copies of Seller's Subsidiaries is required to file any forms, reports or other documents with all written correspondence between the SEC, on the one hand, and Seagate and any of its Subsidiaries, on the other hand, occurring since December 31, 2003, and prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Seagate SEC Reports. To the knowledge of Seagate, none of the Seagate SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (b) Each of the financial statements included (or incorporated by reference) in the Seagate SEC Reports (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature or amount) the results of the consolidated operations and changes in stockholders’ equity and consolidated financial position of Seagate and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such financial statements (including, in each case, any including the related notes, where applicable) contained in the Seller SEC Reports complied as to form complies in all material respects with applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect theretothereto and each of such financial statements (including the related notes, was where applicable) has been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods involved (involved, except in each case as may be indicated in such statements or in the notes thereto. The books and records of Seagate (on a consolidated basis with its Subsidiaries) have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (c) Seagate (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to such ensure that material information relating to Seagate, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial statements orofficer of Seagate by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Seagate’s outside auditors and the audit committee of Seagate’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited statements, internal controls over financial reporting (as permitted by Form 10-Q defined in Rule 13a-15(f) of the SECExchange Act) which are reasonably likely to adversely affect Seagate’s ability to record, process, summarize and fairly presented report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Seagate’s internal controls over financial reporting. These disclosures were made in writing by management to Seagate’s auditors and audit committee. As of the consolidated financial position of Seller date hereof, Seagate has no reason to believe that its outside auditors and its Subsidiaries as chief executive officer and chief financial officer will not be able to give, without qualification, the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the dates and the consolidated results Sxxxxxxx-Xxxxx Act when next due. (d) Since December 11, 2002, (i) neither Seagate nor any of its operations Subsidiaries nor, to the knowledge of the officers of Seagate, any director, officer, employee, auditor, accountant or representative of Seagate or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seagate or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seagate or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and cash flows for (ii) no attorney representing Seagate or any of its Subsidiaries, whether or not employed by Seagate or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seagate or any of its Subsidiaries or their respective officers, directors, employees or agents to the periods indicated, except that the unaudited interim financial statements were Board of Directors of Seagate or are subject any committee thereof or to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet any director or officer of Seller as of May 2, 1999 is referred to herein as the "Seller Balance SheetSeagate."

SEC Filings; Financial Statements. (a) Seller Acquirer meets the registrant requirements to use, and is eligible to use, Form S-3 for the registration under the Securities Act of the Acquirer Common Stock. Acquirer has filed and made available to Buyer all forms, reports and documents required to be filed by Seller Acquirer with the SEC in the twelve calendar months preceding the Agreement Date and since May 14the date of this Agreement. All such forms, 1996 reports and documents (collectively, including those that Acquirer may file subsequent to the "Seller Agreement Date) are referred to herein as the “Acquirer SEC Reports"). The Seller .” As of their respective dates, Acquirer SEC Reports (i) at the time filed, complied were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as applicable, and the case may berules and regulations of the SEC thereunder applicable to such Acquirer SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfiling, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required , except to file any forms, reports or other documents with the SECextent corrected by a subsequently filed Acquirer SEC Report that was filed prior to the Agreement Date. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller Acquirer SEC Reports Reports: (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto); and (iii) and fairly presented in all material respects the consolidated financial position of Seller Acquirer and its Subsidiaries as of at the respective dates thereof and the consolidated results of its Acquirer’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetadjustments."

SEC Filings; Financial Statements. (a) Seller LECG has filed and made available to Buyer Xxxxxxx all forms, reports each registration statement, schedule, report, proxy statement and documents document required to be filed by Seller LECG with the SEC since May 14October 16, 1996 1997 (collectively, the "Seller LECG SEC ReportsREPORTS"). The Seller LECG SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller the LECG SEC Reports or necessary in order to make the statements in such Seller the LECG SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerLECG's Subsidiaries is required to file any forms, reports or other documents with the SEC. Since October 16, 1997, LECG has made all filings with the SEC in a timely manner as required by law and no event has occurred that requires an additional filing or any amendment to a prior filing. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller LECG SEC Reports, including any LECG SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by for presentation in Quarterly Reports on Form 10-Q of the SEC) Q), and fairly presented or will fairly present the consolidated financial position of Seller LECG and its Subsidiaries as of at the respective dates and the consolidated results of its their operations and cash flows for the periods indicated, except that the unaudited interim A-10 (c) LECG has provided Xxxxxxx with a consolidated balance sheet and related statements of income, changes in shareholder's equity and cash flows for LECG and each of its Subsidiaries as of and for the three month period ended March 31, 1998 ("LATEST BALANCE SHEET"). The Latest Balance Sheet and the related statement of income and cash flows are consistent with the accounting policies used in preparing the consolidated financial statements were or attached to the LECG SEC Reports and fairly present the results for the interim period presented thereby, except that such financial statements are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet3.6."

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer all forms, reports and documents required to be filed by Seller Buyer with the SEC since May 14January 1, 1996 1996. All such required forms, reports and documents (collectively, including those that Buyer may file after the date hereof until the Closing) are referred to herein as the "Seller Buyer SEC Reports"). ." The Seller Buyer SEC Reports (i) at the time filed, complied were prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes or schedules) contained in the Seller Buyer SEC Reports Reports, (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q of under the SECExchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Seller Buyer and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, consistent in all material respects with the books and records of Seller and its Subsidiaries, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer Target (including through the Electronic Data, Gathering, Analysis and Recovery database of the SEC) all forms, reports and documents SEC Documents required to be filed by Seller Buyer since December 31, 2005 (together with the all such SEC since May 14Documents filed, 1996 (collectivelywhether or not required to be filed, the "Seller “Buyer SEC Reports"”). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No Buyer Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents. (b) Each of the consolidated financial statements Buyer Financial Statements (including, in each case, any related notes) contained in the Seller Buyer SEC Reports, including any Buyer SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present in all material respects the consolidated financial position of Seller Buyer and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amountamount or effect. (c) Buyer maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Buyer maintains a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) necessary in order for the chief executive officer and chief financial officer of Buyer to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Buyer’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Buyer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Buyer required under the Exchange Act with respect to such reports. (e) Since December 31, 2005, Buyer has not received any oral or written notification of (i) any “reportable condition” or (ii) any “material weakness” in Buyer’s internal control over financial reporting. The unaudited balance sheet terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Seller Auditing Standards 60, as in effect on the date hereof. (f) Buyer has provided Target copies of May 2all material correspondence sent to or received from the SEC by Buyer or its Subsidiaries or their respective counsel or accountants since December 31, 1999 is referred 2005. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to herein as the "Seller Balance SheetBuyer SEC Reports."

SEC Filings; Financial Statements. (a) Seller Quest has filed and made available to Buyer all forms, reports and documents required to be filed by Seller it with the SEC since May 14, 1996 United States Securities and Exchange Commission (collectively, the "Seller SEC ReportsSEC"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of under the Securities and Exchange Act of 19331934, as amended (the "Securities ActEXCHANGE ACT") since August 13, 1999 through the date of this Agreement (collectively, the "QUEST SEC REPORTS"). As of the respective dates they were filed, and (i) the Quest SEC Reports were prepared, in all material respects, in accordance with the requirements of the Exchange Act, as the case may be, and (ii) did not at none of Quest SEC Reports contained, when filed with the time they were filed SEC (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), 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 the light of the circumstances under which they were made, not misleading. All of Quest's filings with the SEC which were required under Section 13 of the Exchange Act since December 31, 1999, when taken as a whole (collectively, the "RECENT SEC REPORTS"), do not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Recent SEC Reports or necessary in order to make the statements in such Seller Recent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller Quest SEC Reports complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly each presented fairly, in all material respects, the consolidated financial position of Seller and its Subsidiaries as of the dates Quest and the consolidated results of its operations Quest Subsidiaries as at the respective dates thereof and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetaudit adjustments)."

SEC Filings; Financial Statements. (a) Seller EQBK has filed and made available to Buyer KBC all forms, reports reports, and documents required to be filed by Seller EQBK with the SEC since May 14, 1996 its initial public offering (collectively, the "Seller “EQBK SEC Reports"”). Except as set forth on Confidential Schedule 4.04, The Seller EQBK SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller EQBK SEC Reports or necessary in order to make the statements in such Seller EQBK SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Seller's EQBK that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of EQBK, no Subsidiary of EQBK is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes) of EQBK contained in the Seller EQBK SEC Reports, including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller EQBK and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller Target has timely filed and made available to Buyer all forms, reports and documents SEC Documents required to be filed by Seller with Target since December 31, 2008 (the SEC since May 14, 1996 (collectively, the "Seller “Target SEC Reports"”). Except for normal examinations conducted by a Regulatory Authority in the regular course of regulating the business of the Target Entities, no Regulatory Authority notified Target that it has initiated any proceeding or, to the Knowledge of Target, threatened an investigation into the business or operations of any Target Entity since December 31, 2008. The Seller Target SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof, and in the case of proxy statements, at the date of the relevant meeting) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Target SEC Reports or necessary in order to make the statements in such Seller Target SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements Target Financial Statements (including, in each case, any related notes) contained in the Seller Target SEC Reports, including any Target SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented in all material respects the consolidated financial position of Seller Target and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amountamount or effect. (c) Since December 31, 2008, Target and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Target in the Target SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Target’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Target required under the Exchange Act with respect to such reports. The unaudited balance sheet As of Seller as the date hereof, no executive officer of May 2, 1999 is referred Target has failed in any material respect to herein as make accurate certifications required under Section 302 or 906 of the "Seller Balance SheetXxxxxxxx-Xxxxx Act of 2002." (d) Target and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

SEC Filings; Financial Statements. (a) Seller Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller Company with the SEC since May 14, 1996 (collectively, the "Seller Company SEC Reports"). The Seller Company SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then as of and on the date of such filingso amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports or necessary in order to make the statements in such Seller Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerCompany's Subsidiaries is are not required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Company SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was . The consolidated financial statements contained in the Company SEC Reports and the Company Balance Sheet (as defined below) were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller Company and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows of Company and its Subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited consolidated balance sheet of Seller Company and its Subsidiaries as of May 2December 31, 1999 is referred to herein as (the "Seller Company Balance Sheet") has been delivered to Parent."

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer all forms, reports proxy statements, registration statements, reports, schedules and other documents filed or required to be filed by Seller Buyer with the SEC since May 14December 31, 1996 2001 (collectively, the "Seller Buyer SEC Reports"), and Buyer has made available to Seller each of the Buyer SEC Reports. The Seller Buyer SEC Reports Reports: (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements Buyer Financial Statements: (includingi) complied or, in each casethe case of Buyer Financial Statements filed with the SEC after the date hereof, any related notes) contained in the Seller SEC Reports complied will comply, as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto; (ii) were prepared, was prepared or will be prepared, in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC); and (iii) and fairly presented presented, or will fairly present, in all material respects, the consolidated financial position of Seller Buyer and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, or are will be, subject to normal and recurring year-end adjustments which were not, or will not and are not be, expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller Target has timely filed or furnished and made available to Buyer all formsSEC Documents filed or furnished by Target since January 1, reports and documents required 2003 (including any SEC Documents filed subsequent to be filed by Seller with the SEC since May 14, 1996 (collectivelydate of this Agreement, the "Seller Target SEC Reports"), which are all of the documents that Target was required to file with or furnish to the SEC since January 1, 2003 and through the date hereof pursuant to the federal securities Laws. The Seller Target SEC Reports filed prior to or on the date of this Agreement (i) at the time filedfiled or furnished, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, federal securities Laws and (ii) did not not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfurnished, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Target SEC Reports or necessary in order to make the statements in such Seller Target SEC Reports, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Target SEC Reports filed and publicly available before the date of this Agreement. None There is no unresolved violation asserted by any Regulatory Authority with respect to any Target SEC Reports, and Target does not have any outstanding and unresolved comments from the SEC with respect to any of Seller's Subsidiaries the Target SEC Documents. No Target Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports or other documents with the SECSEC Documents. (b) Each of the consolidated financial statements Target Financial Statements (including, in each case, any related notes) contained in or incorporated by reference into the Seller Target SEC Reports Reports, (i) was prepared from the books and records of Target and the Target Subsidiaries, (ii) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), (iv) and fairly presented in all material respects the consolidated financial position of Seller Target and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The amount or effect and (v) except in the case of unaudited balance sheet statements, as permitted by Form 10-Q of Seller as the SEC, was accompanied by unqualified reports from the independent auditor opining on the same financial statements contained therein. (c) Each Target SEC Report was accompanied by the certifications required to be filed or submitted by Target's chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act of May 22002 and, 1999 is referred to herein as at the "Seller Balance Sheettime of filing or submissxxx xx xxxx xxch certification, such certification was true and accurate and complied with the Sarbanes-Oxley Act of 2002."

SEC Filings; Financial Statements. (a) Seller Simmons has timely filed and made available to Buyer all forms, reports and documents SEC Documents required to be filed by Seller with Simmons since December 31, 2014 (the SEC since May 14, 1996 (collectively, the "Seller “Simmons SEC Reports"”). The Seller Simmons SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof, and in the case of proxy statements, at the date of the relevant meeting) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Xxxxxxx SEC Reports or necessary in order to make the statements in such Seller Simmons SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Except for Xxxxxxx Bank and Simmons Subsidiaries that are registered as a broker, dealer, or investment adviser, no Simmons Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents. (b) Each of the consolidated financial statements Simmons Financial Statements (including, in each case, any related notes) contained in the Seller Simmons SEC Reports, including any Simmons SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) ), and fairly presented in all material respects the consolidated financial position of Seller Simmons and its Subsidiaries as of at the respective dates and the consolidated results of its operations operations, shareholders’ equity and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amountamount or effect. (c) Since December 31, 2015, Xxxxxxx and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Simmons in the Simmons SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the chief executive officer, chief financial officer or other members of executive management of Simmons as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Simmons required under the Exchange Act with respect to such reports. (d) Xxxxxxx and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The unaudited balance sheet Simmons has disclosed, based on its most recent evaluation prior to the date of Seller this Agreement, to Xxxxxxx’ outside auditors and the audit committee of the board of directors of Simmons, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of May 2the Exchange Act) that would be reasonably likely to adversely affect Simmons’ ability to accurately record, 1999 is referred process summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Simmons’ internal control over financial reporting. (e) Since December 31, 2012, (i) neither any Simmons Entity nor, to herein as the "Seller Balance SheetKnowledge of Simmons, any director, officer, employee, auditor, accountant or representative of any Xxxxxxx Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Xxxxxxx Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Xxxxxxx Entity has engaged in questionable accounting or auditing practices and (ii) no attorney representing any Xxxxxxx Entity, whether or not employed by any Xxxxxxx Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Xxxxxxx or any of its officers, directors, employees or agents to the board of directors of Xxxxxxx or any committee thereof or to any of Xxxxxxx’ directors or officers."

SEC Filings; Financial Statements. (a) Seller EQBK has filed and made available to Buyer Xxxxxxx all forms, reports reports, and documents required to be filed by Seller EQBK with the SEC since May 14, 1996 its initial public offering (collectively, the "Seller “EQBK SEC Reports"”). Except as set forth on Confidential Schedule 4.04, The Seller EQBK SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller EQBK SEC Reports or necessary in order to make the statements in such Seller EQBK SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Seller's EQBK that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of EQBK, no Subsidiary of EQBK is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes) of EQBK contained in the Seller EQBK SEC Reports, including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller EQBK and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller Regions has filed and made available to Buyer all forms, reports reports, and documents required to be filed by Seller Regions with the SEC since May 14December 31, 1996 1992, other than registration statements on Forms S-4 and S-8 (collectively, the "Seller Regions SEC Reports"). The Seller Regions SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Regions SEC Reports or necessary in order to make the statements in such Seller Regions SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements Regions Financial Statements (including, in each case, any related notes) contained in the Seller Regions SEC Reports, including any Regions SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller Regions and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited 6.5 Absence of Undisclosed Liabilities. No Regions Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions, except Liabilities which are accrued or reserved against in the consolidated balance sheet sheets of Seller Regions as of May 2September 30, 1999 is referred 1996 included in the Regions Financial Statements or reflected in the notes thereto. No Regions Company has incurred or paid any Liability since September 30, 1996, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to herein as have, individually or in the "Seller Balance Sheetaggregate, a Material Adverse Effect on Regions."

SEC Filings; Financial Statements. (a) Seller Arbor has filed and made available to Buyer Hyperion all forms, reports and documents required to be filed by Seller Arbor with the SEC since May 14April 1, 1996 1995 other than registration statements on Form S-8 (collectively, the "Seller Arbor SEC Reports"). The Seller Arbor SEC Reports (i) at the time filedfiled or, with respect to registration statements filed with the SEC under the Securities Act, as of the effective date thereof, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Arbor SEC Reports or necessary in order to make the statements in such Seller Arbor SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerArbor's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Arbor SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller Arbor and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller Arbor as of May 2March 31, 1999 1998 is referred to herein as the "Seller Arbor Balance Sheet."

SEC Filings; Financial Statements. (a) Seller EQBK has timely filed and made available to Buyer Prairie all forms, reports reports, and documents required to be filed by Seller EQBK with the SEC since May 14, 1996 its initial public offering (collectively, the "Seller “EQBK SEC Reports"”). The Seller EQBK SEC Reports, including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not or will not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller EQBK SEC Reports or necessary in order to make the statements in such Seller EQBK SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Seller's EQBK that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of EQBK, no Subsidiary of EQBK is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes) of EQBK contained in the Seller EQBK SEC Reports (“EQBK Financial Statements”), including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller EQBK and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Since the date of its initial public offering, and to the extent that their failure to do so would not be reasonably likely to have a Seller has Material Adverse Effect, Seller and/or its Subsidiaries have filed and made available to Buyer all forms, reports and documents documents, including the exhibits thereto, required to be filed by Seller and/or its Subsidiaries with the SEC since May 14, 1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act (these forms, reports and documents, including the exhibits thereto, are referred to collectively as "Seller SEC Reports". The Seller SEC Reports (i) at the time filed complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2November 30, 1999 1998 is referred to herein as the "Seller Balance Sheet."

SEC Filings; Financial Statements. (a) Seller has filed and delivered or made available to Buyer accurate and complete copies of all formspublicly available registration statements, reports proxy statements and other statements, reports, schedules, forms and other documents required to be filed by Seller with the SEC since May 14and will deliver to Buyer accurate and complete copies of all such publicly available registration statements, 1996 proxy statements and other statements, reports, schedules, forms and other documents filed after the date of this Agreement and prior to the Closing Date (collectively, the "Seller SEC ReportsDocuments"). The All statements, reports, schedules, forms and other documents required to have been filed by Seller with the SEC Reports have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a later filing, then on the date of such filing): (i) at each of the time filed, Seller SEC Documents filed with the SEC complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (or the "Securities Act"), Exchange Act and the Exchange Act, rules and regulations under either of them (as the case may be, ) as of the date of such filing and any Seller SEC Documents filed after the date hereof will so comply; and (ii) did not at none of the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain Seller SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, in each case, including any related notes) contained in the Seller SEC Reports Documents filed with the SEC (the "Seller Financial Statements"): (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and other information required for complete financial statements), and (iii) and fairly presented present the consolidated financial position of Seller and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Seller for the periods indicatedcovered thereby. All adjustments (consisting of recurring accruals) considered necessary for a fair presentation of the financial statements have been included. The audited consolidated balance sheet of the Seller included in Seller's Annual Report on Form 10-K for the year ended December 28, except that 1997 is sometimes referred to herein as the "1997 Balance Sheet" and the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited consolidated balance sheet of Seller as of May 2September 27, 1999 1998 is sometimes referred to herein as the "Seller Unaudited Interim Balance Sheet." All financial statements (including any related notes) contained in Seller SEC Documents filed after the date hereof shall meet the conditions set forth in (i), (ii) and (iii) of this Section 4.4(b). (c) The Seller Unaudited Interim Balance Sheet and the statement of operations of Seller for the quarter ended September 27, 1998 and delivered to Buyer were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except that the such financial statements may not contain footnotes and other information required for complete financial statements), and fairly present the financial position of the Business as of the respective dates thereof and the results of operations of the Business for the periods covered thereby. (d) Seller has recognized revenues in accordance with GAAP and Statement of Position 91-1 entitled "Software Revenue Recognition," dated December 12, 1991, issued by the American Institute of Certified Public Accountants. Seller has recognized (i) initial license fee revenues only after delivery of software and hardware products and upon satisfaction of all significant post-delivery obligations; (ii) revenues associated with the grant of additional licenses to Seller's existing customers upon shipment and upon satisfaction of all significant post-delivery obligations and (iii) maintenance revenues ratably over the term of the maintenance period.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer Seller all forms, reports and documents required to be filed by Seller Buyer with the SEC since May 14January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller Buyer SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller Buyer and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller Buyer as of May 2March 31, 1999 1998 is referred to herein as the "Seller Buyer Balance Sheet."

SEC Filings; Financial Statements. (a) Seller China Acquisition has filed and made available to Buyer Lxxxx Lighting a correct and complete copy, or there has been available on EXXXX, copies of each report, registration statement and definitive proxy statement filed by China Acquisition with the SEC for the 36 months prior to the date of this Agreement (the “China Acquisition SEC Reports”), which, to China Acquisition’s knowledge, are all the forms, reports and documents required to be filed by Seller China Acquisition with the SEC since May 14for the 36 months or applicable period prior to the date of this Agreement. As of their respective dates, 1996 (collectivelyto China Acquisition’s knowledge, the "Seller China Acquisition SEC Reports"). The Seller SEC Reports : (i) at the time filed, were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such China Acquisition SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller China Acquisition SEC Reports complied comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was were prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of promulgated under the SECExchange Act) and each fairly presented presents in all material respects the consolidated financial position of Seller and its Subsidiaries as of China Acquisition at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller have a Material Adverse Effect on China Acquisition taken as of May 2, 1999 is referred to herein as the "Seller Balance Sheeta whole."

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all forms, reports reports, schedules, statements and documents required to be filed by Seller with the SEC Securities and Exchange Commission ("SEC") since May 14January 1, 1996 1998 (collectively, the "Seller Company SEC Reports"). The Seller ) pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports (i) at the time filed, complied have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, Securities Act and (ii) the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Sellerthe Company's Subsidiaries has filed, or is required obligated to file file, any forms, reports reports, schedules, statements or other documents with the SEC. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller Company SEC Reports (the "SEC Financial Statements") (i) complied as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations Regulations of the SEC with respect thereto, was (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or"GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of Seller and its Subsidiaries the Company as of at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. adjustments. (c) The unaudited balance sheet of Seller consolidated financial statements previously provided to Parent, as of May 2at December 31, 1999 is referred to herein as 2000 and for the fiscal year then ended (the "Seller Balance SheetDecember 31 Financial Statements"), were prepared in accordance with GAAP (with the exception of the absence of footnotes) applied on a consistent basis with the SEC Financial Statements, and fairly present in all material respects the consolidated financial position of the Company as at the date thereof and the consolidated results of its operations and cash flows for the periods indicated."

SEC Filings; Financial Statements. (a) Seller Except as set forth on EQBK Confidential Schedule 4.04, EQBK has timely filed and made available to Buyer Docking all forms, reports reports, and documents required to be filed by Seller EQBK with the SEC since May 14, 1996 its initial public offering (collectively, the "Seller “EQBK SEC Reports"”). The Seller EQBK SEC Reports, including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not or will not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller EQBK SEC Reports or necessary in order to make the statements in such Seller EQBK SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Seller's EQBK that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of EQBK, no Subsidiary of EQBK is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes) of EQBK contained in the Seller EQBK SEC Reports (“EQBK Financial Statements”), including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller EQBK and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer all forms, reports reports, documents, proxy statements and documents exhibits required to be filed by Seller with the SEC since May 14January 31, 1996 2002 (collectively, the "Seller “SEC Reports"”). The Seller Except as set forth in Section 3.6 of the Company Disclosure Schedule, the SEC Reports (i) at the time filed, complied were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, as in effect at the time they were filed and (ii) did not at the time they were filed (or and do not, as amended and supplemented, if amended or superseded by a filing prior to the date of this Agreementapplicable, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. The Company has delivered to Merger Sub copies of all SEC Reports, other than those available on the Electronic Data Gathering, Analysis, and Retrieval (EXXXX) system of the SEC. None of Seller's the Company’s Subsidiaries is required to file any formsform, reports report, proxy statement or other documents document with the SEC. (b) Each Except as set forth in Section 3.6 of the Company Disclosure Schedule, the consolidated financial statements (including, in each case, any related notes) contained in the Seller SEC Reports complied complied, as to form of their respective dates of filing with the SEC, and the SEC Reports filed with the SEC after the date of this Agreement will comply as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was have been, and the SEC Reports filed after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of under the SECExchange Act and except as may be indicated in the notes thereto) and fairly presented present, and the financial statements contained in the SEC Reports filed after the date of this Agreement will fairly present, the consolidated financial position of Seller the Company and its Subsidiaries as of the respective dates thereof and the consolidated results statements of its operations and cash flows of the Company for the periods indicated, except that in the case of unaudited interim quarterly financial statements that were or are subject to normal and recurring non-material year-end adjustments adjustments. There is no investigation or inquiry pending, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries by any Governmental Entity in connection with revenue recognition practices, restructuring charges, amortization, writeoffs or any other accounting matter, whether or not a restatement of financial statements is required. (c) Except for those liabilities and obligations that are reflected or reserved against on the balance sheet contained in the Company’s Annual Report on Form 10-K for the year ended January 30, 2005 (the “Company 2004 Form 10-K”) or in the footnotes to such balance sheet, neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent, known, unknown or otherwise), except for liabilities or obligations incurred since January 30, 2005 in the ordinary course of business consistent with past practice. (d) The Company is in compliance with, and has complied, in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (collectively, “Sxxxxxxx-Xxxxx”). The Company has previously made available to Holdings and Merger Sub copies of all certificates delivered by officers and employees of the Company, including the Company’s chief executive officer and chief financial officer, to the Board of Directors or any committee thereof pursuant to the certification requirements relating to the Company 2004 Form 10-K. The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company and its Subsidiaries is made known to the management of the Company by others within those entities and (ii) disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (A) all significant deficiencies and material weaknesses in the design or operation of internal controls (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to materially affect the Company’s ability to record, process summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who, in each case, have a significant role in the Company’s internal controls. (e) The Company has provided to Holdings and Merger Sub a draft of the Form 10-Q with respect to the quarterly period ended October 30, 2005 (the “Draft 10-Q”) which were the Company expects to file with the SEC on or about December 8, 2005. The Draft 10-Q (i) was prepared in accordance with the requirements of the Exchange Act, as in effect at the time it was delivered to Holdings and Merger Sub, (ii) did not and are not expected contain any untrue statement of a material fact or omit to state a material fact required to be material stated therein or necessary in amount. The unaudited balance sheet order to make the statements therein, in light of Seller the circumstances under which they were made, not misleading and (iii) fairly presents, the consolidated financial position of the Company and its Subsidiaries as of May 2the date delivered and the consolidated statements of operations and cash flows of the Company for the period indicated, 1999 is referred subject to herein as the "Seller Balance Sheetnormal and recurring non-material year-end adjustments."

SEC Filings; Financial Statements. (a) Seller ePlus has timely filed and made available to Buyer SourceOne all forms, reports reports, and documents required to be filed by Seller ePlus with the SEC since May 14, 1996 (collectively, the "Seller ePlus SEC Reports")) and will between the date of this Agreement and Closing timely file all ePlus SEC Reports required to be filed after the date hereof. The Seller ePlus SEC Reports (i) at the time filed, complied complied, or will comply, as the case may be, in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed filed, did not, or will not, as the case may be, (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller ePlus SEC Reports or necessary in order to make the statements in such Seller ePlus SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements ePlus Financial Statements (including, in each case, any related notes) contained in the Seller ePlus SEC Reports, including any ePlus SEC Reports filed after the date of this Agreement until the Effective Time, as of their respective filing dates, were or will be complete and correct in all material respects, complied or will comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller ePlus and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller The Purchaser has filed and made available to Buyer with, or otherwise transmitted to, the SEC all forms, reports reports, schedules, statements, certifications and other documents required by it to be filed by Seller with or otherwise transmitted to (as applicable) the SEC since May 14, 1996 (collectivelysuch documents, the "Seller “SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"”), and such SEC Reports are available on the Exchange Act, as SEC’s website through EXXXX. Except to the case may be, and (ii) did not at the time they were filed (or if extent amended or superseded by a subsequent filing prior to with the date SEC, as of this Agreementtheir respective dates (and if so amended or superseded, then on the date of such subsequent filing) contain ), none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Seller SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Purchaser relating to the SEC Reports. Purchaser has heretofore made available to the Company, through EXXXX, true, correct and complete copies of all SEC Reports. None of Seller's Subsidiaries is required the SEC Reports is, to file any formsthe Knowledge of Purchaser, reports or other documents with the SECsubject of ongoing SEC review. (b) Each of the consolidated The financial statements (includingincluding in all cases the notes thereto, in each case, any related notesif any) contained of Purchaser included in the Seller SEC Reports complied (i) in all material respects, were prepared consistent with the books and records of Purchaser, (ii) in all material respects, present fairly the financial position of Purchaser as of the respective dates thereof and the results of operations and cash flows of Purchaser for the periods thereof, (iii) have been prepared in accordance with GAAP; provided that any unaudited, interim period financial statements need not include footnote disclosures and other presentation items or year-end adjustments that are required by GAAP to form be included in year-end financial statements, and (iv) comply in all material respects with the applicable published accounting requirements of the SEC, the Securities Act and the Exchange Act, and the rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are not expected to be material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetpromulgated thereunder."

SEC Filings; Financial Statements. (a) Seller The Company has timely filed and made available to Buyer all forms, reports reports, schedules, proxy statements, registration statements and other documents (including all exhibits thereto) required to be filed by Seller with the SEC since May 14January 31, 1996 1998 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) (i) at the time they became effective, in the case of registration statements, or when filed, in the case of any other SEC Report, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and (ii) do not (except to the extent revised or superseded by a subsequent filing with the SEC), and did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfiled, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any related notes) contained in the Seller SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in and present fairly the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller the Company and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows of the Company for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (which were in the aggregate are not material in amount) and do not contain all the footnote disclosures required by United States generally accepted accounting principles for audited financial statements. (c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, except liabilities reflected or reserved against or disclosed in the financial statements of the Company included in the Company's Form 10-Q for the quarter ended July 31, 2000, and except liabilities incurred since July 31, 2000 that (i) have been incurred in the ordinary course of business, consistent with past practice, and (ii) have not had and are not expected reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has heretofore furnished to Parent a complete and correct copy of (i) any material agreements, documents or other instruments that will be required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, which have not yet been filed with the SEC, and (ii) any material in amount. The unaudited balance sheet of Seller as of May 2amendments or modifications which have not yet been filed with the SEC to agreements, 1999 is referred documents or other instruments which previously had been filed by the Company with the SEC pursuant to herein as the "Seller Balance SheetSecurities Act or the Exchange Act."

SEC Filings; Financial Statements. (a) Seller Regions has filed and made available to Buyer Park Meridian all forms, reports reports, and documents required to be filed by Seller Regions with the SEC since May 14, 1996 January 1 of the second complete fiscal year preceding the date of this Agreement (collectively, the "Seller Regions SEC Reports"). The Seller Regions SEC Reports (i) at the time filed, complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), and the Exchange 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated in such Seller Regions SEC Reports or necessary in order to make the statements in such Seller Regions SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for Regions Subsidiaries that are registered as a broker, dealer, or investment adviser or filings required due to fiduciary holdings of Seller's the Regions Subsidiaries, none of Regions Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements Regions Financial Statements (including, in each case, any related notes) contained in the Seller Regions SEC Reports, including any Regions SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller Regions and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material Material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the "Seller Balance Sheetamount or effect."

SEC Filings; Financial Statements. (a) Seller The Company has filed or furnished each form, report, schedule, registration statement and made available to Buyer all forms, reports and documents definitive proxy statement required to be filed or furnished by Seller the Company with or under the SEC since May 14, 1996 Securities Act or the Exchange Act (collectively, the "Seller SEC Reports"). The Seller Except as set forth in Section 2.7(a) of the Company Disclosure Letter, since February 4, 2003 the SEC Reports (i) at the time filedwere filed or furnished on a timely basis, complied (ii) were prepared in all material respects compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and (iiiii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Sellerthe Company's Subsidiaries subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notesnotes thereto) contained in the Seller SEC Reports (the "Financial Statements") (including any Company SEC Report filed after the date of this Agreement): (i) complied and will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, thereto in effect at the time of such filing; (ii) was and will be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the SECQ) and fairly presented and will fairly present in all material respects the consolidated financial position of Seller the Company and its Subsidiaries as of consolidated subsidiaries at the respective dates thereof and the consolidated results of the Company's and its subsidiaries' operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and are or will not expected to be material in amountamount or significance. Except as reflected in the Financial Statements, neither the Company nor any of its subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act ("Regulation S-K")). All reserves that are set forth in or reflected in the Interim Balance Sheet (as defined below) have been established in accordance with GAAP consistently applied. At September 30, 2006 (the "Interim Balance Sheet Date"), there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the balance sheet as of the Interim Balance Sheet Date (the "Interim Balance Sheet") as required by Statement No. 5. The unaudited balance sheet Financial Statements comply in all material respects with the requirements of Seller the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or is otherwise material. The books and records of the Company and each of its subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements. (c) The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (d) The Company has established and maintains "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to such reports. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the SEC Reports. Based on the most recent evaluation by the Company's Chief Executive Officer and Chief Financial Officer, and to the best of the knowledge of the Company's Chief Executive Officer and Chief Financial Officer, there are no "significant deficiencies" in the design or operation of the Company's internal controls and procedures which are reasonably likely to materially and adversely affect the Company's ability to record, process, summarize and report financial data or any "material weaknesses" in the Company's internal controls. As used in this section, a "significant deficiency" in controls means a control deficiency that adversely affects the Company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A "significant deficiency" may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. As used in this section, a "material weakness" in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. To the Company's knowledge, there is no fraud, whether or not material, that involves any Employee (as defined in Section 2.11(a)(v)) who has a significant role in the Company's internal controls and procedures. (e) To the Company's knowledge, each of Xxxxxxxx, Xxxxxxx, Xxxxxx & Xxxx and Xxxxx Xxxxxxxx LLP (each, an "Independent Auditor"), which auditor has expressed its opinion, as applicable, with respect to the financial statements of the Company and its subsidiaries as of May 2December 31, 1999 2005, December 31, 2004 and December 31, 2003 and for each of the fiscal years in the three fiscal year period ended December 31, 2005 included in the SEC Reports (including the related notes), is referred "independent" (under applicable rules then in effect) with respect to herein as the Company (and any subsidiary) within the meaning of Regulation S-X since the appointment of each Independent Auditor in that capacity. The Company is in compliance with the applicable criteria of eligibility for continued quotation of the Company Common Stock on the Over-the-Counter Bulletin Board (the "Seller Balance SheetOTCBB") and has not received any notice from the National Association of Securities Dealers asserting any non-compliance with such rules and regulations." (f) Except as set forth on Section 2.7(f) of the Company Disclosure Letter, no Employee or attorney representing the Company (or any subsidiary), whether or not employed by the Company (or any such subsidiary), has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty, fraudulent conduct or similar violation by an Employee or agent (while acting in that capacity).

SEC Filings; Financial Statements. (a) Seller EQBK has timely filed and made available to Buyer Cache all forms, reports reports, and documents required to be filed by Seller EQBK with the SEC since May 14, 1996 its initial public offering (collectively, the "Seller “EQBK SEC Reports"”). Except as set forth on Confidential Schedule 4.04, The Seller EQBK SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller EQBK SEC Reports or necessary in order to make the statements in such Seller EQBK SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Seller's EQBK that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of EQBK, no Subsidiary of EQBK is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes) of EQBK contained in the Seller EQBK SEC Reports, including any EQBK SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), and fairly presented or will fairly present the consolidated financial position of Seller EQBK and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not and or are not expected to be material in amountamount or effect. (c) EQBK’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all material information (both financial and non-financial) required to be disclosed by EQBK in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to EQBK’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of EQBK required under the Exchange Act with respect to such reports. EQBK has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to EQBK’s auditors and the audit committee of the board of directors of EQBK (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect EQBK’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in EQBK’s internal controls over financial reporting. (d) Each of the principal executive officer and the principal financial officer of EQBK (or each former principal executive officer and each former principal financial officer of EQBK, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the SOA with respect to the EQBK SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Neither EQBK nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the SOA) any “extensions of credit” (within the meaning of Section 402 of the SOA) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of EQBK or any of its Subsidiaries. EQBK is otherwise in compliance, in all material respects, with all applicable provisions of the SOA. (e) The books and records kept by EQBK and its Subsidiaries are in all material respects complete and accurate and have been maintained in the ordinary course of business and in accordance with applicable Law and accounting requirements. The unaudited financial statements of EQBK included in the EQBK SEC Reports have been prepared from, and are in accordance with, the books and records of EQBK and its Subsidiaries. (f) Neither EQBK nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among EQBK and any of Seller as its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement”), where the result, purpose or intended effect of May 2such contract or arrangement is to avoid disclosure of any material transaction involving, 1999 is referred to herein as the "Seller Balance Sheetor material liabilities of, EQBK or any of its Subsidiaries in EQBK’s or such Subsidiary’s financial statements."