Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Parent has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2003 (such documents, the Borrower “Parent SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of Parent since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by Parent with the SEC have been so filedsince January 1, 2003. As of the time it was filed with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”amended), the Parent SEC Documents, including the financial statements and schedules provided therein or the Securities Exchange Act of 1934 incorporated by reference therein, (the “1934 Act”), as amended; and (iix) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and SOX, as the case may be. (b) The December 31, 2005 consolidated balance sheet of Parent and the related consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the “Parent Financial Statements”) fairly present, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by Parent with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECParent and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP is an independent public accounting firm with respect to Parent and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or been dismissed as independent public accountants of Parent. (c) Parent is in the aggregate, be material in amount); and (iii) fairly present, compliance in all material respects, respects with the financial position provisions of the Borrower as of the respective dates thereof SOX and the results listing and corporate governance rules and regulations of operations of Nasdaq that are in each case applicable to the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedsince January 1, 2003. As of the time it was filed with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”amended), the Company SEC Documents, including the financial statements and schedules provided therein or the Securities Exchange Act of 1934 incorporated by reference therein, (the “1934 Act”), as amended; and (iix) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. (b) The December 31, 2005 consolidated balance sheet of the Company and the related consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the “Company Financial Statements”) fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or been dismissed as independent public accountants of the Company. (c) The Company is in the aggregate, be material in amount); and (iii) fairly present, compliance in all material respects, respects with the financial position provisions of the Borrower as SOX and the listing and corporate governance rules and regulations of the respective dates thereof and NYSE that are in each case applicable to the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower has Company and its Subsidiaries have timely filed with the SEC, and have made available to each Purchaser through the SEC’s XXXXX system accurate Parent, true and complete copies (excluding copies of exhibits) of each reportof, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by each of them since January 1, 1997 under the Borrower with Securities Act or the Exchange Act (collectively, the "SEC have been so filedDocuments"). As Except as set forth in Section 3.5 of the time it was filed with the SEC (orCompany Disclosure Schedule, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied Documents (i) was prepared, in all material respects respects, in accordance with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or including without limitation the Securities Exchange Act applicable accounting requirements thereunder and the published rules and regulations of 1934 (the “1934 Act”)SEC with respect thereto, as amended; and (ii) none of the SEC Reports contained when filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 (b) Except for pro forma financial statements, if anyas set forth in Section 3.5 of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim financial statements contained of the Company included in the SEC ReportsDocuments: (i) complied as to form were prepared from, and in all material respects with accord with, the published rules books and regulations records of the SEC applicable thereto at the time of filing Company and as of the date of each Closing; its Subsidiaries, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such thereto) and (iii) fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and were or are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 (b) Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements and other documents definitive proxy statements required to have been be filed by the Borrower Company with the SEC have been so filedfrom December 31, 1995 until the date hereof (the "SEC Reports"). As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing): (i) each of the SEC Reports Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended (amended, and the “Securities Act”), or rules and regulations of the Securities Exchange Act of 1934 (the “1934 Act”)SEC promulgated thereunder applicable, as amended; the case may be, to such SEC Reports, and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except (b) The audited consolidated balance sheets as of December 31, 1997, 1996 and 1995 and the related consolidated statements of income, shareholders' equity and cash flows for pro forma financial statementseach of the four years in the period ended December 31, if any, 1997 (including the audited financial statements related notes and unaudited interim financial statements schedules thereto) of the Company contained in the Company's Annual Reports on Form 10-K for the years ended December 31, 1997 and 1996 included in the SEC Reports: (i) complied as to form Reports present fairly, in all material respects with respects, the published rules consolidated financial position and regulations the consolidated results of operations and cash flows of the SEC applicable thereto at the time of filing Company and its consolidated subsidiaries as of the date of each Closing; dates or for the periods presented therein in conformity with generally accepted accounting principles (ii"GAAP") were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q thereto). (c) The accounting books and records of the SEC, Company and except that unaudited financial statements may not contain footnotes its Subsidiaries: (i) are in all material respects correct and complete; (ii) are subject to normal and recurring year-end audit adjustments which will not, individually or current in the aggregate, be material in amount)a manner consistent with past practice; and (iii) fairly present, in all material respects, to the financial position knowledge of the Borrower as of Company, have recorded therein all the respective dates thereof properties, assets and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.liabilities

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available (a) Xxxxx delivered to each Purchaser through Buyer prior to the SEC’s XXXXX system accurate execution of this Agreement a true and complete copies (excluding copies of exhibits) copy of each form, report, schedule, registration statement, and definitive proxy statement and other document, including any financial statements, exhibits or schedules included or incorporated by reference (together with all amendments thereof and supplements thereto) filed by the Borrower Xxxxx with the United States Securities and Exchange Commission (“SEC”) SEC since September 30July 1, 2014 (collectively, 1995 whether or not the “SEC Reports”). All statements, reports, schedules, forms and other documents same was required to have been filed by under applicable law (as such documents have since the Borrower time of their filing been amended or supplemented, the "Xxxxx SEC Reports"), which includes all the documents (other than preliminary material) that Xxxxx was required to file with the SEC have been so filedsince such date. As of their respective dates, each of the time it was filed with the Xxxxx SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”"), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and the case may be, (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (iii) was timely filed pursuant to the Securities Act and the Exchange Act. 3.7.2 Except for pro forma financial statements, if any, the (b) The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in Xxxxx SEC Reports (the "Xxxxx Financial Statements") or contained in filings subsequent to the SEC Reports: (i) date hereof complied or will comply as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were or will be prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments which will notare not expected to be, individually or in the aggregate, be material in amount); and (iiimaterially adverse to Xxxxx) fairly present, in all material respects, the consolidated financial position of the Borrower Xxxxx and its Subsidiaries as of at the respective dates thereof and the results of their consolidated operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ’ s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”” ) since September 30December 31, 2014 2011 (collectively, the “SEC Reports”” ). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended, as applicable; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim The financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower 7.5.1 EQR has made available filed or furnished all forms, documents and reports required to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed or furnished by the Borrower it with the United States Securities and Exchange Commission SEC since January 1, 2012 (“SEC”) since September 30, 2014 (collectively, the “EQR SEC ReportsDocuments”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the EQR SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933and the Xxxxxxxx-Xxxxx Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act of 1934 (the “1934 Act”)applicable rules and regulations promulgated thereunder, as amended; and (ii) none of the EQR SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the 7.5.2 The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including all related notes and schedules) of EQR included in the EQR SEC Reports: (i) Documents complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at then in effect, fairly present in all material respects the time consolidated financial position of filing EQR and its consolidated Subsidiaries, as of the date respective dates thereof, and the consolidated results of each Closing; their operations and their consolidated cash flows for the respective periods then ended (ii) subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to EQR or ERPOP), and were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountthereto); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 2001 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available (a) GRLC is current in all forms, reports and documents required to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed by the Borrower GRLC with the United States Securities and Exchange Commission (“the "SEC”) since September 30, 2014 (collectively, the “SEC Reports”"). All statementssuch required forms, reportsreports and documents (including those that GRLC may file subsequent to the date hereof, schedules, forms and other documents required are referred to have been filed by herein as the Borrower "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the SEC have been so filed. As requirements of the time it was filed with Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (or, 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) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained contain any untrue statement of a material fact fact, or omitted omit to state a material fact fact, required to be stated therein therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. 3.7.2 Except for pro forma financial statements, if any, (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) contained in the SEC Reports: Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingwith respect thereto; (ii) were was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-Q QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the SECGRLC Balance Sheet, and except that unaudited financial statements may GRLC has not contain footnotes and are subject incurred any liability required under GAAP to normal and recurring year-end audit adjustments be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which will notis, individually or in the aggregate, be material in amount); and (iii) fairly presentto the business, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the Borrower for the periods covered thereby, subject, GRLC Balance Sheet in the case ordinary and usual course of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013business consistent with past practices.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Investor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30April 5, 2014 2002 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), or the Securities Exchange Act of 1934 1934, as amended (the “"1934 Act”"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.5.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower 8.5.1 AVB has made available filed or furnished all forms, documents and reports required to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed or furnished by the Borrower it with the United States Securities and Exchange Commission SEC since January 1, 2012 (“SEC”) since September 30, 2014 (collectively, the “AVB SEC ReportsDocuments”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the AVB SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933and the Xxxxxxxx-Xxxxx Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act of 1934 (the “1934 Act”)applicable rules and regulations promulgated thereunder, as amended; and (ii) none of the AVB SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the 8.5.2 The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including all related notes and schedules) of AVB included in the AVB SEC Reports: (i) Documents complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto then in effect, fairly present in all material respects the consolidated financial position of AVB and its consolidated Subsidiaries, as at the time respective dates thereof, and the consolidated results of filing their operations and as their consolidated cash flows for the respective periods then ended (subject, in the case of the date of each Closing; (ii) unaudited statements, to normal recurring year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to AVB), and were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountthereto); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, registration statement, statement and definitive proxy statement filed by the Borrower FADV with the United States Securities and Exchange Commission SEC as such documents have been amended prior to the date hereof (“SEC”) since September 30, 2014 (collectively, the “FADV SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As as of the time it was filed with the SEC their respective dates (orand, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports ), complied in all material respects with the applicable requirements of the Securities Act Act, the Exchange Act, the rules and regulations thereunder and the court interpretations thereof and the rules of 1933the Nasdaq National Market. None of FADV SEC Reports, as of their respective dates (and, if amended (or superseded by a filing prior to the “Securities Act”date of this Agreement, then on the date of such filing), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material statement of a 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. 3.7.2 Except for pro forma financial statements, if anyother than facts that did not have, or would not, individually or in the audited aggregate, reasonably be expected to have, a Material Adverse Effect on FADV. The consolidated financial statements of FADV and unaudited interim financial statements contained its Subsidiaries included in such FADV SEC Reports (the SEC Reports: (i“FADV Financial Statements”) complied comply as to form in all material respects with the applicable accounting requirements and with published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andthereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q of under the SEC, Exchange Act) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of the unaudited interim financial statements, to the absence of complete notes and normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation , the consolidated financial position of FADV and its Subsidiaries as of the financial statements have dates thereof. Without limiting the generality of the foregoing, (i) no executive officer of FADV has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to any form, report or schedule filed by FADV with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act of 2002 (excluding any failure to make such certifications occurring after the date of this Agreement that is inadvertent but promptly corrected by filing the requisite certification or is attributable to the physical incapacity of an officer required to make such a certification) and (ii) no enforcement action has been included. Purchaser acknowledges that initiated against FADV by the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013SEC relating to disclosures contained in any Company SEC Report.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended1934; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, statements the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“the "SEC”") all reports, forms and documents required to be filed by it since January 1, 1994 under the Exchange Act and has heretofore made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and December 31, 1995, respectively, and its Amendment to its Annual Report on Form 10-K/A for the year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2014 1996, respectively, (collectivelyiii) all proxy statements relating to meetings of stockholders of the Company since January 1, 1994 (in the “SEC Reports”form mailed to stockholders). All statements, reports(iv) all other forms, schedules, forms reports and other documents required to have been registration statements filed by the Borrower Company with the SEC have been so filedsince January 1, 1994 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and registration statements in forms not declared effective) and (v) the unaudited consolidated balance sheet as of December 31, 1996 (the "Balance Sheet"). The documents described in clauses (i)-(iv) above are referred to in this Agreement collectively as the "Company SEC Documents". As of their respective dates, the time it was filed with the Company SEC Documents (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (ia) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (ib) complied as to form in all material respects with the published applicable requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC applicable thereto at thereunder. The consolidated financial statements included in the time of filing Company SEC Documents and as of the date of each Closing; (ii) were Balance Sheet have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, otherwise noted therein and except that unaudited the interim financial statements may not contain footnotes and the Balance Sheet are subject to normal year end adjustment and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); do not contain all footnote disclosures required by GAAP) and (iii) fairly present, present in all material respects, respects the consolidated financial position of the Borrower as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as at the dates thereof or for the periods covered thereby, subject, presented therein. No variation in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of balance sheet included in the audited financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods year ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for 1996 delivered to Parent pursuant to Section 6.3 hereof from the period ended June 30, 2013Balance Sheet will result in a Material Adverse Effect.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30November 26, 2014 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30July 26, 2014 2023 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 2.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30October 31, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 2.5.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through (a) Each of the SEC’s XXXXX system accurate Annual Report on Form 10-K for the fiscal year ended December 31, 2008, the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009 and complete copies (excluding copies of exhibits) of each reportJune 30, registration statement, 2009 and definitive proxy statement all Current Reports on 8-K filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2009 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As as of the time it was filed with the SEC their respective dates (orand, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports ), complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (and the “1934 Act”), as amended; rules and (ii) none regulations thereunder. None of the SEC Reports Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material statement of a 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, other than facts that did not have, or would not, individually or in the aggregate, reasonably be expected to have, a material adverse effect on the business or operations of the Company. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The consolidated financial statements and unaudited interim financial statements contained of the Company included in such SEC Reports (the SEC Reports: (i“Financial Statements”) complied comply as to form in all material respects with the applicable accounting requirements and with published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andthereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q of under the SEC, Securities Exchange Act) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of the unaudited interim financial statements, to the absence of complete notes and normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation , the consolidated financial position of the financial statements have Company and its subsidiaries as of the dates thereof. (c) Without limiting the generality of the foregoing, (i) no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to any SEC Reports and (ii) no enforcement action has been included. Purchaser acknowledges that initiated, or to the Borrower has restated knowledge of the Company threatened, against the Company or any of its Quarterly Reports on Form 10-Q for directors or executive officers by the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013SEC relating to disclosures contained in any SEC Report.

SEC Reports and Financial Statements. 3.7.1 3.15.1. The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Purchasers accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2001 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.15.2. Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company as of the respective dates thereof and the consolidated results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. 3.15.3. Purchaser acknowledges The Company has no debt, liability or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due and whether or not the amount hereof is readily ascertainable, that will not be reflected as a liability in the Borrower has restated its Quarterly Reports on Form 10-Q Company's SEC Reports. There will be no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("FAS No. 5") issued by the Financial Accounting Standards Board (the "FASB") which will not be adequately provided for in the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company financial statements as required by FAS No. 5.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, June 30 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2008 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2007, December 31, 2008 and Xxxxxxxx 00, 0000, (xx) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2010 and June 30, 2010, (iii) all proxy statements (other than preliminary materials) relating to meetings of stockholders of the Company since January 1, 2008 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedsince January 1, 2008. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, then on the date of such filing): , the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ix) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. (b) The consolidated balance sheet of the Company as of December 31, 2009 and the related consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company (including the related notes, where applicable) as of June 30, 2010 and the related (i) unaudited consolidated statements of income for the three- and six-month periods then ended and (ii) unaudited consolidated statements of cash flows and changes in stockholders’ equity for the six-month period then ended (including, in each case, the related notes, where applicable), included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 filed with the SEC under the Exchange Act (all of the foregoing financial statements, including the related notes, if applicable, the “Company Financial Statements”), fairly presented in all material respects, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount); the Company Financial Statements complied, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with the published rules and regulations of the SEC applicable thereto at with respect thereto; and the time of filing Company Financial Statements were, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. UHY LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position been dismissed as independent public accountants of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to (a) Since November 24, 2006, each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each form, report, schedule, registration statement, proxy statement, information statement, exhibit and definitive proxy statement any other document, to the extent required to be filed in accordance with Applicable Law by the Borrower Company with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 (collectivelyas such documents have been amended prior to the date hereof, the “SEC Reports”). All statements, reportsas of its respective date, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act and was timely filed (except where a valid extension of 1934 (the “1934 Act”filing date was filed and the applicable SEC Report was filed within the period permitted by such extension), as amended; and (ii) none . None of the SEC Reports Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except , except for pro forma financial such statements, if any, as have been modified or superseded by subsequent filings prior to the audited date hereof. (b) The financial statements of the Company included in such SEC Reports and unaudited interim financial statements contained in the SEC Reports: (i) complied any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments none of which are or will notbe material in amount, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of at the respective dates thereof and the results of their operations of the Borrower and cash flows for the periods covered thereby, subject, then ended. (c) The Company does not have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the case of unaudited statements, notes to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation the audited financial statements of the financial statements have been includedCompany. Purchaser acknowledges The Company has no Knowledge of any circumstance, condition, event or arrangement that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013taken place at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) SM&A has made available to each Purchaser through the SEC’s XXXXX system accurate Company or its counsel correct and complete copies (excluding copies of exhibits) of each report, schedule, registration statement, statement and definitive proxy statement filed by SM&A Corporation, the Borrower sole shareholder of SM&A ("Parent"), with the United States Securities and Exchange Commission (“"SEC”") since September 30on ------ --- or after August 20, 2014 1998 (collectively"Parent SEC Documents"), which are all the “SEC Reports”). All statements, reports, schedules, forms and -------------------- documents (other documents than preliminary material) that Parent was required to have been filed by the Borrower file with the SEC have been so filedon or after that date. As of the time it was filed with the SEC (their respective dates or, in the case of registration statements, their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the Parent SEC Reports Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Parent SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated by the SEC thereunder. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The financial statements and unaudited interim financial statements contained of SM&A included in the Parent SEC Reports: (i) Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be have been indicated in the notes to such financial statements andthereto or, in the case of the unaudited statements, as permitted by Form 10-Q of promulgated by the SEC, ) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, present the financial position of the Borrower Parent as of at the respective dates thereof and the results of its operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibitsa) of each reportSince August 31, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively1994, the “SEC Reports”). All statementsCompany has filed all required forms, reports, schedules, forms reports and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time required to be filed by it was filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “"Securities Act”") and the Exchange Act (hereinafter collectively referred to as the "Company Reports"), or all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act Act. The Company has previously furnished to Buyer copies of 1934 all such Company Reports. (the “1934 Act”), as amended; and (iib) none None of the SEC Reports Company Reports, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements(c) The consolidated balance sheets and the related consolidated statements of income, if anycash flow and stockholders' equity (including, without limitation, the audited financial statements related notes thereto) of the Company and unaudited interim its consolidated subsidiaries included in the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied Company's Annual Report on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of K for the SECyear ended August 31, 1997 (the "Company 10-K") and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Company's Quarterly Reports on Form 10-Q for the periods quarters ended December 31November 30, 2012 1997 and March 31February 28, 20131998 (the "Company 10-Qs"), present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of their respective dates, and did not timely file its Quarterly Report on Form 10-Q the results of consolidated operations and cash flows for the period ended June 30periods then ended, 2013all in conformity with generally accepted accounting principles applied on a consistent basis, except as otherwise noted therein, and in the case of unaudited interim financial statements subject to normal year-end audit adjustments and except for certain footnote disclosures required by generally accepted accounting principles.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available filed all forms, reports and documents required to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed by the Borrower with the United States Securities and Exchange Commission (“"SEC”") since September 30December 31, 2014 1994, and has made available to the Purchasers (i) its Annual Reports on Form 10-K for the 1998 and 1999 fiscal years, (ii) all other reports, information and registration statements filed by the Company with the SEC since December 31, 1998 and (iii) all amendments and supplements to all such reports, information and registration statements filed by the Company with the SEC (collectively, the “"SEC Reports”REPORTS"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower The SEC Reports (1) were prepared in accordance with the SEC have been so filed. As requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and (2) did not at the time it was they were 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) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of filing of the last SEC Report, there was no contract or agreement that was required to be filed as an exhibit thereto which had not been filed as such, and, other than the Related Documents, since such date there has been no contract or agreement that would have to be included in any SEC Reports filed thereafter. True and complete copies of each SEC Report, including all exhibits thereto, have been made available to the Purchasers. 3.7.2 (b) Except for pro forma financial statementsas set forth on Item 4.1.7 ("FINANCIAL STATEMENTS") of the Disclosure Schedule hereto, if any, each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) (the "FINANCIAL STATEMENTS") contained in the SEC Reports: Reports (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered involved (except as may be indicated expressly described in the notes to such thereto) and (ii) fairly presents the consolidated financial position of the Company and its Subsidiaries as 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 and, included in the case of unaudited statements, as permitted by Company's Form 10-10- Q of the SEC, and except that unaudited financial statements may not contain footnotes and reports were or are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 (b) Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, 8094842v1 and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX EXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 [Except for the pro forma financial statements, if any, ,] the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Parent has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2003 (such documents, the Borrower "Parent SEC Documents"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of Parent since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by Parent with the SEC have been so filedsince January 1, 2003. As of the time it was filed with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”amended), the Parent SEC Documents, including the financial statements and schedules provided therein or the Securities Exchange Act of 1934 incorporated by reference therein, (the “1934 Act”), as amended; and (iix) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and SOX, as the case may be. (b) The December 31, 2005 consolidated balance sheet of Parent and the related consolidated statements of income, changes in stockholders' equity and cash flows (including, in each case, the related notes, where applicable), as reported in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the "Parent Financial Statements") fairly present, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders' equity of Parent and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by Parent with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECParent and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP is an independent public accounting firm with respect to Parent and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or been dismissed as independent public accountants of Parent. (c) Parent is in the aggregate, be material in amount); and (iii) fairly present, compliance in all material respects, respects with the financial position provisions of the Borrower as of the respective dates thereof SOX and the results listing and corporate governance rules and regulations of operations of Nasdaq that are in each case applicable to the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements, and other documents required to have been be filed by the Borrower it with the SEC since the date of the Company's formation (as such documents have since the time of their filing been so filedamended or supplemented, the "Company SEC Reports"). As of their respective dates, the time it was filed with the Company SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; the case may be, and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except . The Company has delivered to Parent (and Section 5.05 of the Company Disclosure Letter includes) true, correct and complete copies of the unaudited consolidated balance sheet of the Company as of December 31, 1996 and the related unaudited statements of operations, stockholder's equity and cash flows for pro forma the year then ended (the "Unaudited 1996 Financial Statements"). The Unaudited 1996 Financial Statements and the audited consolidated financial statementsstatements and audited interim consolidated financial statements (including, in each case, the notes, if any, the audited financial statements and unaudited interim financial statements contained thereto) included in the Company SEC Reports: Reports (itogether with the Unaudited 1996 Financial Statements, the "Company Financial Statements") (A) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; with respect thereto, (iiB) were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements andas permitted by Forms 10-Q and 8-K of the SEC) and (C) fairly present in all material respects (subject, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SECto normal, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will notare not expected to be, individually or in the aggregate, be material in amount); materially adverse to the Company and (iiiits Subsidiaries taken as a whole) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each Subsidiary of the Borrower Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) The Company has delivered to Parent (and Section 5.05 of the Company Disclosure Letter includes) true, correct and complete copies of the unaudited pro forma consolidated balance sheets of the Company as of December 31, 1995 and December 31, 1996 and the related unaudited pro forma statements of operations, stockholder's equity and cash flows for each of the years then ended, giving effect to the Gannett Exchange Transactions (the "Pro Forma Financial Statements"). The Pro Forma Financial Statements comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except as permitted by Form 8-K of the SEC) and fairly present in all material respects the pro forma consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the pro forma consolidated results of their operations and cash flows for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Except for its annual report on Form 10-K for the year ended July 31, 2004, its quarterly reports on Form 10-Q for the periods ending October 31, 2004, January 31, 2005 and April 30, 2005 (the “Delayed Forms”), each of which reports has made available to each Purchaser through now been filed, the SEC’s XXXXX system accurate and complete copies Company has timely filed with (excluding copies of exhibitsi) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 and (collectively, the “SEC Reports”). All statements, reports, schedules, ii) any Canadian regulatory authority all forms and other documents required to have been be filed by it since January 1, 2003 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other Canadian Law, including (A) its Annual Reports on Form 10-K for the years ended July 31, 2003 and July 31, 2005, respectively, (B) its Quarterly Reports on Form 10-Q for the periods ended October 31, 2005, January 31, 2006 and April 30, 2006, (C) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedand any Canadian regulatory authority since January 1, 2003. The documents described in clauses (A)-(D) above and the Delayed Forms, in each case as amended (whether filed on or prior to the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filing): amendment with respect to those disclosures that are amended, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ix) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. (b) The July 31, 2005 consolidated balance sheet of the Company (the “Company Balance Sheet”) and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company and its Subsidiaries (including the related notes, where applicable) as of April 30, 2006 and the related (i) unaudited consolidated statements of operations and comprehensive income for the three and nine-month periods then ended and (ii) unaudited consolidated statement of cash flows for the nine-month period then ended (in each case including the related notes, where applicable), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2006 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP United States generally accepted accounting principles (“US GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with US GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) Since February 1, 2005, (A) except that unaudited with respect to the ESPP Options, the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective LTIP Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statements may not contain footnotes referred to in Section 3.5(b) in accordance with US GAAP, and are subject no such grants involved any “back dating,” “forward dating” or similar practices with respect to normal and recurring year-end audit adjustments which will notthe effective date of grant, except as, individually or in the aggregate, has not had and would not be material reasonably likely to have or result in amount); and (iii) fairly present, in all material respects, a Material Adverse Effect on the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) BTHE has made available filed or furnished all forms, documents and reports required to each Purchaser through be filed or furnished by it (the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits“BTHE SEC Documents”) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States U.S. Securities and Exchange Commission (the “SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the BTHE SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Sxxxxxxx-Xxxxx Act”), as amended; the case may be, and (ii) the applicable rules and regulations promulgated thereunder, and none of the BTHE SEC Reports contained Documents as of the Closing Date contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the (b) The audited financial statements and unaudited interim financial statements contained (including all related notes and schedules) of BTHE included in the BTHE SEC Reports: Documents (ithe “BTHE Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto then in effect, fairly present in all material respects the financial position of BTHE, as at the time respective dates thereof, and the results of filing its operations and as of its cash flows for the date of each Closing; respective periods then ended (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andsubject, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will notthat were not or are not expected to be, individually or in the aggregate, be material materially adverse to BTHE), and were prepared in amount); and accordance with United States generally accepted accounting principles (iii“GAAP”) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for applied on a consistent basis during the periods covered thereby, subject, involved (except as may be indicated therein or in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013notes thereto).

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Purchaser Parent has made available filed all forms, reports and documents required to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed by the Borrower it with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the The SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the SEC Reports complied were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933or Exchange Act, as amended (the “Securities Act”)case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of did not at the SEC Reports contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any notes thereto) contained in the SEC Reports: Reports (i) complied as to form was prepared from the books of account and other financial records of the Purchaser Parent and its Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto as in effect at the time of filing and as of the date of each Closing; filing, (iiiii) were was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); thereto) and (iiiiv) presented fairly present, in all material respects, the consolidated financial position of the Borrower Purchaser Parent and its consolidated Subsidiaries as of at the respective dates thereof and the results of their operations of the Borrower and their cash flows for the respective periods covered therebyindicated therein except as otherwise noted therein, subject, and in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 2.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Creditor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 2.5.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 Since the Balance Sheet Date, except as set forth on Schedule 12(x) and excluding filings on Form 8-K, Form 3, Form 4 and Form 5, it and each of its Subsidiaries has filed all proxy statements, reports and other documents required to be filed by it under the Exchange Act. The Borrower Parent has made available to each Purchaser through the SEC’s XXXXX system accurate Laurus: (i) its Annual Report on Form 10-K for its fiscal years ended December 31, 2005; and complete copies (excluding copies of exhibitsii) of each reportits Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, registration statement2006, June 30, 2006 and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 2006, and the Form 8-K filings which it has made during its fiscal years ending December 31, 2006 and 2007 to date (collectively, the “SEC Reports”). All statementsExcept as set forth on Schedule 12(x), reportseach SEC Report was, schedulesat the time of its filing, forms and other documents required to have been filed by the Borrower in substantial compliance with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; its respective form and (ii) none of the SEC Reports Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . Such financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements and, or the notes thereto or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, and except that unaudited financial statements extent they may not contain include footnotes or may be condensed) and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower as of the respective dates thereof and condition, the results of operations and cash flows of the Borrower for Parent and its Subsidiaries, on a consolidated basis, as of, and for, the periods covered thereby, subject, presented in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013each such SEC Report.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Except for its annual report on Form 10-K for the year ended July 31, 2004, its quarterly reports on Form 10-Q for the periods ending October 31, 2004, January 31, 2005 and April 30, 2005 (the “Delayed Forms”), each of which reports has made available to each Purchaser through now been filed, the SEC’s XXXXX system accurate and complete copies Company has timely filed with (excluding copies of exhibitsi) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 and (collectively, the “SEC Reports”). All statements, reports, schedules, ii) any Canadian regulatory authority all forms and other documents required to have been be filed by it since January 1, 2003 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other Canadian Law, including (A) its Annual Reports on Form 10-K for the years ended July 31, 2003 and July 31, 2005, respectively, (B) its Quarterly Reports on Form 10-Q for the periods ended October 31, 2005, January 31, 2006 and April 30, 2006, (C) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedand any Canadian regulatory authority since January 1, 2003. The documents described in clauses (A)-(D) above and the Delayed Forms, in each case as amended (whether filed on or prior to the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filing): amendment with respect to those disclosures that are amended, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ix) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. (b) The July 31, 2005 consolidated balance sheet of the Company (the “Company Balance Sheet”) and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company and its Subsidiaries (including the related notes, where applicable) as of April 30, 2006 and the related (i) unaudited consolidated statements of operations and comprehensive income for the three and nine-month periods then ended and (ii) unaudited consolidated statement of cash flows for the nine-month period then ended (in each case including the related notes, where applicable), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2006 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP United States generally accepted accounting principles (“US GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with US GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) Since February 1, 2005, (A) except that unaudited with respect to the ESPP Options, the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective LTIP Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statements may not contain footnotes referred to in Section 3.5(b) in accordance with US GAAP, and are subject no such grants involved any “back dating,” “forward dating” or similar practices with respect to normal and recurring year-end audit adjustments which will notthe effective date of grant, except as, individually or in the aggregate, has not had and would not be material reasonably likely to have or result in amount); and (iii) fairly present, in all material respects, a Material Adverse Effect on the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower has made available forms, reports, statements and other documents required to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed by the Borrower Seller with the United States Securities and Exchange Commission (“the "SEC”") since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities and Exchange Act of 19331934, as amended (the “Securities Act”)"EXCHANGE ACT") since March 31, or the Securities Exchange Act of 1934 2005, (the “1934 Act”)collectively, as amended; and (iiamended to date, referred to herein as the "SEC Reports") none of to the SEC Reports contained extent they relate to the Business did not at the time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma (b) The financial statements, if anyto include the balance sheets and income statements (including, in each case, any related notes thereto) relating to the audited financial statements Business as an independent segment (labeled as the "REI" division) for the fiscal year ended March 31, 2005 and unaudited interim the quarter ended June 30, 2005 included in the Disclosure Schedule and the financial statements contained in the SEC Reports: Reports to the extent that such financial statements (including, in each case, any related notes thereto) relate to the Business (the "FINANCIAL STATEMENTS"), (i) complied as to form have been prepared in all material respects in accordance with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except (A) to the extent disclosed therein or required by changes in generally accepted accounting principles, (B) with respect to SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes to such financial statements and, thereto and (C) in the case of the unaudited financial statements, as permitted by Form 10-Q the rules and regulations of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); ) and (iiiii) fairly present, present in all material respects, respects the consolidated financial position of the Borrower Seller and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower and cash flows for the periods covered thereby, indicated (subject, in the case of unaudited statementsconsolidated financial statements for interim periods, to normaladjustments necessary to present fairly such results of operations and cash flows), immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation except that any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial statements have been included. Purchaser acknowledges that position of Seller and its subsidiaries as of the Borrower has restated its Quarterly Reports on Form 10-Q respective dates thereof and the consolidated results of operations and cash flows for the periods ended December 31indicated. (c) Seller maintains a system of internal accounting controls with respect to the Business sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, 2012 (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and March 31to maintain asset accountability, 2013(iii) access to assets is permitted only in accordance with management's general or specific authorization, and did not timely file its Quarterly Report on Form 10-Q (iv) the recorded accountability for assets is compared with the period ended June 30, 2013existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Purchasers accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2020 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30July 31, 2014 2009 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available Company delivered to each Purchaser through prior to the SEC’s XXXXX system accurate execution of this Agreement a true and complete copies (excluding copies of exhibits) copy of each form, report, schedule, registration statement, statement and definitive proxy statement other document (together with all amendments thereof and supplements thereto) filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company or any of its Subsidiaries with the SEC since December 31, 1996 (as such documents have been so filed. As of since the time it was filed of their filing been amended or supplemented, the "Company SEC Reports"), which, except as disclosed on Schedule 3.08(a), are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC (orsince such date. Except as disclosed in Schedule 3.08(a), if amended or superseded by a filing prior to and in the date cases where the Company SEC Reports have been amended, as of this Agreementtheir respective dates, then on the date of such filing): Company SEC Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 . Except for pro forma financial statements, if anyas disclosed in Schedule 3.08(b), the audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Company SEC Reports: Reports (ithe "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments which will notare not expected to be, individually or in the aggregate, be material in amount); materially adverse to the Company and (iiiits Subsidiaries taken as a whole) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Schedule 3.08(b), each Subsidiary of the Borrower Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for the all periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2008 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2003 (such documents, the "Company SEC Documents"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedsince January 1, 2003. As of the time it was filed with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”amended), the Company SEC Documents, including the financial statements and schedules provided therein or the Securities Exchange Act of 1934 incorporated by reference therein, (the “1934 Act”), as amended; and (iix) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated xxxxxxxxxx ("XOX"), as the case may be. (b) The December 31, 2005 consolidated balance sheet of the Company and the related consolidated statements of income, changes in stockholders' equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the "Company Financial Statements") fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or been dismissed as independent public accountants of the Company. (c) The Company is in the aggregate, be material in amount); and (iii) fairly present, compliance in all material respects, respects with the financial position provisions of the Borrower as SOX and the listing and corporate governance rules and regulations of the respective dates thereof and NYSE that are in each case applicable to the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 2007 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), or the Securities Exchange Act of 1934 1934, as amended (the “"1934 Act”"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (orall forms and documents required to be filed by it since January 1, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or 2002 under the Securities Exchange Act of 1934 1934, as amended (together with the “1934 rules and regulations thereunder, the "Exchange Act”"), as amended; including (a) its Annual Reports on Form 10-K for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, respectively, (b) its Quarterly Report on Form 10-Q for the period ended March 31, 2005, (c) all proxy statements relating to meetings of shareholders of the Company since January 1, 2002 (in the form mailed to shareholders) and (iid) none of all other forms, reports and registration statements filed by the Company with the SEC Reports contained since January 1, 2002 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (a)-(c) above, as amended (whether filed before, on or after the date hereof), are referred to in this Agreement collectively as the "Company SEC Documents". Except as corrected in subsequent Company SEC Documents filed prior to the date hereof, the Company SEC Documents, including the financial statements and schedules included therein and the documents incorporated by reference therein, (x) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) The December 31, 2004 consolidated balance sheet of the Company and the related consolidated statements of income, changes in shareholders' equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheets of the Company and its Subsidiaries (including the related notes, where applicable) as of March 31, 2005 and the related (i) unaudited consolidated statements of income for the three-month period then ended and (ii) unaudited consolidated statements of cash flows and changes in shareholders' equity for the three-month period then ended (in each case including the related notes, where applicable), as reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in shareholders' equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position been dismissed as independent public accountants of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s 's XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 (collectively, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “"1934 Act”"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.3.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30August 1, 2014 2009 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.3.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30March 31, 2014 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, registration statement, and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Purchaser or any of its subsidiaries with the SEC since December 31, 2001 (as such documents have been so filed. As of since the time it was filed of their filing been amended or supplemented, the "Purchaser SEC Reports"), which are all the documents (other than preliminary material) that Purchaser and its subsidiaries were required to file with the SEC (orsince such date, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the . The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Purchaser SEC Reports: Reports (ithe "Purchaser Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments (which will notare not expected to be, individually or in the aggregate, be material in amountmaterially adverse to Purchaser and its subsidiaries taken as a whole); and (iii) fairly present, in all material respects, respects the consolidated financial position of the Borrower Purchaser and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX EXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate (a) A true and complete copies (excluding copies of exhibits) copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Parent with the SEC have been so filed. As of the time it was filed with the SEC (orsince January 31, if amended or superseded by a filing 2013 and prior to the date of this Agreement, then hereof (the “Parent SEC Documents”) is available on the date of such filing): (i) each of Web site maintained by the SEC Reports at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the applicable requirements of the United States Securities Act of 1933and the Exchange Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act rules and regulations of 1934 (the “1934 Act”)SEC promulgated thereunder applicable to such Parent SEC Documents, as amended; and (ii) none of the Parent SEC Reports Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading., except to the extent corrected by a Parent SEC Document filed prior to the date of this Agreement 3.7.2 Except for pro forma financial statements, if any, (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, ) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) each fairly presentpresents, in all material respects, the consolidated financial position position, results of the Borrower operations and cash flows of Parent and its consolidated subsidiaries as of at the respective dates thereof and the results of operations of the Borrower for the respective periods covered therebyindicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013).

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amendedapplicable; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim The financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to (a) As of their respective dates, each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each form, report, schedule, registration statement, and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company or any of its Subsidiaries with the SEC since February 4, 2000 (as such documents have since the time of their filing been so filed. As amended or supplemented, the "Company SEC Reports"), which are all of the time it was filed documents that the Company and its Subsidiaries were required to file with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of since such filing): date: (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”"), or the Securities Exchange Act, as the case may be, and if applicable, the Xxxxxxxx-Xxxxx Act of 1934 2002 and the rules and regulations promulgated thereunder (the “1934 "Xxxxxxxx-Xxxxx Act”"), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the . The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Company SEC Reports: Reports (ithe "Company Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC SEC, including, without limitation, the Xxxxxxxx-Xxxxx Act, applicable thereto at the time of filing and as of the date of each Closing; (ii) thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments which will not, individually or in adjustments) the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Borrower Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the Company Financial Statements for the all periods covered thereby, subject, in . (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the case of unaudited statements, Exchange Act; such controls and procedures are effective to normal, immaterial, year-end audit adjustments. All adjustments considered necessary ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for a fair presentation the preparation of the financial statements have been included. Purchaser acknowledges that Company's filings with the Borrower has restated its Quarterly Reports on Form 10-Q for SEC and other public disclosure documents. (c) As used in this Section 4.05, the periods ended December 31term "file" shall be broadly construed to include any manner in which a document or information is furnished, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for supplied or otherwise made available to the period ended June 30, 2013SEC.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 18, 2014 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate (a) A true and complete copies (excluding copies of exhibits) copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Purchaser with the SEC have been so filed. As of the time it was filed with the SEC (orsince January 31, if amended or superseded by a filing 2017 and prior to the date of this Agreement, then hereof (the “Purchaser SEC Documents”) is available on the date of such filing): (i) each of website maintained by the SEC Reports at hxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; applicable to Purchaser and (ii) the rules and regulations of the SEC promulgated thereunder applicable to the Purchaser SEC Documents, and none of the Purchaser SEC Reports Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The financial statements and unaudited interim financial statements contained of Purchaser included in the Purchaser SEC Reports: (i) Documents complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements andstatements, except as permitted under Form 10-Q under the 1000 Xxx) and fairly presented the consolidated financial position of Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Purchaser’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountadjustments); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Parent has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate Company and the Sellers Representative complete copies (excluding and correct copies of exhibits) of each report, registration statement, all reports and definitive proxy statement other filings filed by the Borrower Parent with the United States Securities and Exchange Commission (“"SEC”") since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required pursuant to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; , and the rules and regulations thereunder (the "Exchange Act") since January 1, 2003 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). The audited consolidated financial statements of Parent included in the Exchange Act Filings (i) were prepared from the books and records of Parent and its consolidated subsidiaries, (ii) none were prepared in accordance with GAAP, applied in a manner consistent with the preparation of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to Parent's historical financial statements (except as may be stated indicated therein or necessary in order to make the statements therein, in the light notes or schedules thereto) and (iii) present fairly in all material respects the financial position of Parent and its consolidated subsidiaries as at the circumstances under which they were made, not misleading. 3.7.2 Except dates thereof and the results of their operations and cash flows for pro forma financial statements, if any, the audited periods then ended. The unaudited financial statements and unaudited interim financial statements contained included in the SEC Reports: (i) complied as to form Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC applicable thereto at with respect thereto; and such unaudited financial statements (i) were prepared from the time books and records of filing Parent and as of the date of each Closing; its consolidated subsidiaries, (ii) were prepared in accordance with GAAP GAAP, applied on in a manner consistent basis throughout with the periods covered preparation of the Parent's historical financial statements, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, (except as may be indicated therein or in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); schedule thereto) and (iii) present fairly present, in all material respects, respects the financial position of Parent and its consolidated subsidiaries as at the Borrower as of the respective dates thereof and the results of their operations of the Borrower and cash flows (or changes in financial condition) for the periods covered therebythen ended, subject, in the case of unaudited statements, subject to normal, immaterial, normal year-end audit adjustments. All adjustments considered necessary for a fair presentation of and any other adjustment described therein or in the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013notes or schedules thereto.

SEC Reports and Financial Statements. 3.7.1 The Borrower Buyer has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“the "SEC”) since September 30"), 2014 (collectivelyand has heretofore made available to the Shareholders true and complete copies of, the “SEC Reports”). All statementsall forms, reports, schedulesproxy statements, forms and other documents required to have been be filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (orsince June 1, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of 2001 under the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”), ") or the Securities Exchange Act (as such documents have been amended since the time of 1934 their filing, collectively, the "Buyer SEC Documents"). The Buyer SEC Documents, at the time filed, (the “1934 Act”), as amended; and (iia) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statementsmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, if any, as the audited case may be. The consolidated financial statements and unaudited interim financial statements contained of Buyer included in the Buyer SEC Reports: (i) complied Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered period involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) and fairly present (subject, and except that in the case of the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments adjustments) in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and financial position of Buyer and its consolidated subsidiaries as at the dates thereof and set forth in the Buyer SEC Documents and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice, there are no material liabilities or obligations of any nature required by GAAP to be set forth on a consolidated balance sheet of Buyer and its subsidiaries or in the notes thereto which will not, individually or in the aggregate, be would have a material in amount); and (iii) fairly present, in all material respects, adverse effect on the financial position condition or business of the Borrower as of the respective dates thereof Buyer and the results of operations of the Borrower for the periods covered therebyits subsidiaries, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for on a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013consolidated basis.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September June 30, 2014 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.