Common use of SEC Reports; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris has made available to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Entegris SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegris. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. Except (i) Entegris has made available to Mykrolis, as set forth on Schedule 4.06 or (ii) as set forth in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) reports filed by Entegris Seller with the SEC under the Securities Act and the Exchange Act since September January 1, 2001 2022 (the “SEC Reports”) and publicly available at least two (2) Business Days prior to the date of this Agreement: Seller has filed all reports required to be filed by Seller with the SEC under the Exchange Act since January 1, 2022. (a) As of its respective date, or, if amended, as of the date of the last such reportsamendment, proxy statementseach of the SEC Reports when filed or furnished (or, registration statementsif applicable, when amended) complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and filingsthe Sarbanes‑Oxley Act of 2002, other than the Registration Statement as amended, and the Joint Proxy Statementrules and regulations promulgated thereunder, being herein collectively called each as in effect on the “Entegris date that such SEC Reports” and individually called Report was filed and, except to the extent amended or superseded by a “Entegris subsequent filing with the SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris none of the SEC Report, as of its filing date, Reports contained any untrue statement of a material fact or omitted to state any 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, and each Entegris SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements . As of the Securities Actdate hereof, there are no outstanding or unresolved comments in comment letters from the Exchange Act, and the rules and regulations SEC staff with respect to any of the SECSEC Reports. Since September 1To the Knowledge of Seller, 2001as of the date hereof, Entegris has filed in a timely manner all reports that it was required to file with none of the SEC pursuant to Reports is the Exchange Act, the Securities Act, and the rules and regulations subject of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQongoing SEC review or outstanding SEC investigation. (iib) The consolidated financial statements contained of Seller included in the Entegris SEC Reports (“Audited Financials”), the unaudited statements of income of the Business for the years ended December 31, 2022 and December 31, 2023 (the “Carveout Financials” and, together with the Audited Financials, the “Year-End Financial Statements”), the unaudited interim consolidated balance sheet of Seller as of June 30, 2024 and the related unaudited interim consolidated statements of income of Seller for the six (6) months then ended (the “Seller Interim Financial Statements”), and the unaudited interim statements of income of the Business as of June 30, 2024 for the six (6) months then ended (the “Business Interim Financial Statements”, collectively with the Seller Interim Financial Statements, the “Interim Financial Statements”, and collectively with the Year-End Financial Statements, the “Financial Statements”), in each case, except for the Audited Financials, set forth on Schedule 4.06(b) (i) have been derived from the accounting books and records of Seller, (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of the unaudited interim statements, as may be permitted by Form 10-Q and Regulation S‑X), subject to the exceptions and methodology with respect to the Carveout Financials as provided in this Section 4.06(b), (iii), as it relates to the Audited Financials, fairly present, in all material respects, Seller’s consolidated financial position and, where included, the consolidated stockholders’ equity as of the dates thereof and the consolidated results of operations and, where included, consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of notes), (iv) and as it relates to the Carveout Financials prepared as provided below in this Section 4.06(b), fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries the Business for the periods indicated, subject, applicable fiscal period presented therein and (v) are complete in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and material respects to the extent reflected or reserved against related to the Business; provided that the Carveout Financials and the foregoing representations and warranties are, with respect to the Carveout Financials, qualified by the fact that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that the Business would incur on a standalone basis. Schedule 4.06(b) also sets forth a description of the most recent balance sheet contained allocation methodology used by Seller in the Entegris SEC Reports filed prior preparation of the Carveout Financials with respect to the date hereof allocation of income and expenses to the Business on a standalone basis (the “Entegris Balance SheetP&L Methodology”), neither Entegris nor any . The P&L Methodology has been designed to ensure that the Carveout Financials reflect the results of its Subsidiaries had, as operations of the date of Business on a standalone basis, and the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would Carveout Financials have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that datethe P&L Methodology. From the date Schedule 4.06(b) includes an indication of each item of the Entegris Balance Sheet Carveout Financials that has been included therein on the basis of an estimated allocation pursuant to the date P&L Methodology and the amount of this Agreementsuch allocation. (c) There are no internal investigations, neither Entegris nor any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of its Subsidiaries has incurred Seller, threatened, in each case regarding any obligations or liabilities accounting practices of Seller. (d) Seller does not have any material Liabilities of any nature that are currently outstanding that would be required relating to be reflected onthe Business, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising except (i) for Liabilities incurred in the ordinary course of business the Business since March 31, 2024 and (including trade indebtednessii) since the date for Liabilities arising out of the Entegris Balance Sheet and those that individually or in connection with this Agreement or the aggregate would not be reasonably likely to have a Material Adverse Effect on EntegrisTransactions. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris Mykrolis has made available to MykrolisEntegris, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended AugustDecember 31, 2002 through AugustDecember 31, 2004, (B) all proxy statements relating to EntegrisMykrolis’ meetings of shareholders (whether annual or special) held since September January 1, 20012002, and (C) all other reports, registration statements statements, and other filings (including amendments to previously filed documents) filed by Entegris Mykrolis with the SEC since September January 1, 2001 2002 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy StatementStatement (as defined in Section 4.01(f)), being herein collectively called the “Entegris Mykrolis SEC Reports” and individually called a “Entegris Mykrolis SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris Mykrolis SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Entegris Mykrolis SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations of the SEC. Since September January 1, 20012002, Entegris Mykrolis has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris Mykrolis SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris Mykrolis and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris Mykrolis and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris Mykrolis SEC Reports filed prior to the date hereof (the “Entegris Mykrolis Balance Sheet”), neither Entegris Mykrolis nor any of its Subsidiaries had, as of the date of the Entegris Mykrolis Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris Mykrolis prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Mykrolis Balance Sheet to the date of this Agreement, neither Entegris Mykrolis nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris Mykrolis dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Mykrolis Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on EntegrisMykrolis. (iv) The chief executive officer and the chief financial officer of Entegris Mykrolis have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC SEC, and the statements contained in any such certifications are complete and correct, and Entegris Mykrolis is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQNYSE. (v) Neither Entegris Mykrolis nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris Mykrolis and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris Mykrolis or any of its Subsidiaries in EntegrisMykrolis’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris 4.7.1. The SPAC has made available to Mykrolistimely filed or furnished all required registration statements, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration schedules, forms, statements and other filings (including amendments documents required to previously be filed documents) filed or furnished by Entegris it with the SEC prior to the Closing (collectively, as they have been amended since September 1the time of their filing and including all exhibits thereto, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of this Agreement, no Entegris SEC Report, as of its filing date, such subsequent filing) contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), and each Entegris the financial statements of the SPAC included in the SEC Report at the time of its filing complied as to form Reports comply in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file SEC with the SEC pursuant to the Exchange Act, the Securities Actrespect thereto, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presentpresent (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of complete footnotes) in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries the SPAC as at of the respective dates thereof and the consolidated results of its operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicated, subject, then ended. The SPAC does not have any off-balance sheet arrangements that are not disclosed in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesSEC Reports. 4.7.2. The SPAC has no liabilities or obligations (iiiabsolute, accrued, contingent or otherwise), other than liabilities (i) Except as and to that have arisen since the extent reflected or reserved against on date of the most recent balance sheet contained included in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtednessnone of which relates to a breach of Contract, breach of warranty, tort, infringement or violation of applicable Law or Order) since and are set forth on Exhibit A to this Agreement, or (ii) incurred in connection with the date negotiation, preparation or execution of this Agreement, the performance of its covenants or agreements in this Agreement or the consummation of the Entegris Balance Sheet transactions contemplated hereby or thereby and those are set forth on Exhibit A to this Agreement. 4.7.3. Except as set forth in Section 4.7.3 of the SPAC Disclosure Schedules, the SPAC has no obligations for indebtedness for borrowed money. There are no outstanding loans or reimbursable expenses owed by SPAC to the Sponsor, SPAC’s officers or directors or any affiliate thereof and no other amounts are, or to the SPAC’s knowledge will, after the Effective Date, be payable by SPAC to Sponsor, SPAC’s officers or directors or any affiliate thereof related to any services provided to SPAC. 4.7.4. The SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that individually or material information relating to the SPAC is made known to the SPAC’s principal executive officers and its principal financial officer. Except as disclosed in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegris. (iv) The chief SEC Reports, such disclosure controls and procedures are effective in timely alerting the SPAC’s principal executive officer officers and the chief principal financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if material information required to be made included in the SPAC’s financial statements included in the SPAC’s periodic reports required under the Exchange Act. 4.7.5. The SPAC has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of such dates pursuant to, Sections 302 proper and 906 accurate financial statements in accordance with GAAP and to maintain accountability for the SPAC’s assets. The SPAC maintains books and records of the Sxxxxxxx-Xxxxx Act SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the SPAC in all material respects. 4.7.6. Except for any changes (including any required revisions to or restatements of the financial statements of the SPAC or the SEC Reports) to the SPAC’s accounting or classification of the SPAC’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may have been required as a result of related rules and regulations promulgated statements by the SEC and staff or recommendations or requirements of the statements contained in any such certifications are complete and correctSPAC’s auditors (the “SEC SPAC Accounting Changes”), and Entegris except as disclosed in the SEC Reports, there is otherwise no (i) “significant deficiency” in compliance with all applicable effective provisions the internal controls over financial reporting of the Sxxxxxxx-Xxxxx Act and SPAC, as defined by the applicable listing standards and corporate governance rules Public Company Accounting Oversight Board (the “PCAOB”) (ii) “material weakness” in the internal controls over financial reporting of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party toSPAC, as defined by the PCAOB, or has any commitment to become (iii) fraud, whether or not material, that involves management or other employees of the SPAC who have a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any significant role in the internal controls over financial reporting of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSPAC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris Each of the Company and CPPL has made available to Mykrolisfiled or furnished, in the form filed with the SECas applicable, its (A) Annual Report on Form 10-K for each of its fiscal years ended Augustall forms, 2002 through Auguststatements, 2004certifications, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements reports and other filings (including amendments documents required to previously be filed documents) filed or furnished by Entegris it with the SEC since September 1(the forms, 2001 (all such reports, proxy statements, registration statementscertifications, reports and filingsother documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent to the date of this Agreement, including all exhibits and other than the Registration Statement information incorporated therein and the Joint Proxy Statementall amendments and supplements thereto, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed As of their respective dates of filing, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, no Entegris as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC ReportReports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of its filing datethe date of such amendment), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state any 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, and each Entegris except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report at filed prior to the time date of its filing complied this Agreement. Each SEC Report that is a registration statement or prospectus, as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations as of the SEC. Since September 1date such registration statement, 2001prospectus or applicable amendment became effective, Entegris has filed in did not contain any untrue statement of a timely manner all reports that it was material fact or omit to state any material fact required to file with be stated therein or necessary to make the SEC pursuant to the Exchange Actstatements made therein, the Securities Act, and the rules and regulations in light of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock willcircumstances in which they were made, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQnot misleading. (ii) The audited consolidated financial statements contained of the Company (including any related notes thereto) and its Subsidiaries included in the Entegris SEC Reports were prepared have been prepared, or, in the case of SEC Reports filed after the date of this Agreement, will be prepared, in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and applicable accounting requirements and published rules and regulations of the SEC, and each fairly present, or, in the case of SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, respects the consolidated financial position of Entegris the Company and its Subsidiaries as at of the respective dates thereof (taking into account the notes thereto) and the consolidated results of their operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, . The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof of this Agreement have been prepared, or, in the case of SEC Reports filed after the date of this Agreement, will be prepared, in accordance with GAAP in all material respects (except as permitted by Form 10-Q of the “Entegris Balance Sheet”)SEC or other applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and applicable accounting requirements and published rules and regulations of the SEC, neither Entegris nor any and each fairly present, or, in the case of SEC Reports filed after the date of this Agreement, will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries had, as of the date respective dates thereof (taking into account the notes thereto) and the consolidated results of their operations and cash flows for the Entegris Balance Sheet, any material obligations periods indicated (subject to normal period-end adjustments). (iii) The Company and CPPL maintain disclosure controls and procedures required by Rule 13a-15(e) or liabilities of any nature Rule 15d-15(e) under the Exchange Act effective to ensure that as of such date would have been information required to be included disclosed by the Company and CPPL in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company and CPPL each maintain internal control over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries, on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect basis, and CPPL and its Subsidiaries, on that datea consolidated basis. From the date of the Entegris Balance Sheet The Company and CPPL have disclosed, based on their most recent evaluation prior to the date of this Agreement, neither Entegris nor to the Company’s and CPPL’s respective auditors, the audit committee of the board of directors of the Company and the audit committee of the board of directors of CPP GP LLC, the general partner of CPPL, as applicable (A) any known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s or CPPL’s ability to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have, in each case, a significant role in the Company’s or CPPL’s internal control over financial reporting. The Company has made available to Parent a summary of any such disclosure made to the Company’s and CPPL’s respective auditors or audit committees since, with respect to the Company, the Distribution Date through the date hereof and, with respect to CPPL, February 11, 2015 through the date hereof. Since (x) with respect to the Company, the Distribution Date and (y) with respect to CPPL, February 11, 2015, no attorney representing the Company or CPPL, whether or not employed by the Company or CPPL, has reported evidence of a violation of securities Laws or breach of fiduciary duty relating to periods after such dates. Each of the principal executive officer of the Company and CPPL and the principal financial officer of the Company and CPPL (or each former principal executive officer of the Company and CPPL and each former principal financial officer of the Company and CPPL), as applicable, has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the SEC Reports and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. There are no “significant deficiencies” or “material weaknesses” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the Company’s and CPPL’s internal control and procedures which would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data. (iv) Since the Distribution Date, the Company and its Subsidiaries and, to the Knowledge of the Company, any of their respective Representatives have not received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after the Distribution Date, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has incurred engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis). (v) There are no liabilities or obligations of the Company or liabilities any of any its Subsidiaries of a nature that are currently outstanding that would be required under GAAP to be reflected onon a consolidated financial statement of the Company and its Subsidiaries, other than (A) liabilities or obligations reflected or reserved against in, a in the Company’s or CPPL’s audited consolidated balance sheet of Entegris dated as of December 31, 2015 (or the date of this Agreement prepared notes thereto) included in accordance the Company’s Annual Report on Form 10-K filed with generally accepted accounting principles as in effect the SEC on February 18, 2016 or CPPL’s Annual Report on Form 10-K filed with the date of this AgreementSEC on February 18, other than those arising 2016, (B) liabilities or obligations incurred in the ordinary course of business since December 31, 2015, (including trade indebtednessC) since liabilities or obligations incurred under or in accordance with this Agreement or in connection with the date of the Entegris Balance Sheet transactions contemplated hereby and those (D) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate would not be reasonably likely to have aggregate, a Material Adverse Effect on EntegrisEffect. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Juniata has made available filed all forms, reports and documents required to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) be filed by Entegris it with the SEC since September January 1, 2001 (all such reports2017, proxy statements, registration statements, and filings, other than pursuant to the Registration Statement federal securities laws and the Joint Proxy StatementSEC’s rules and regulations thereunder (collectively, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”), all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act. Taking into account any amendments and supplements filed prior Except to the date of this Agreementextent that information contained in any such SEC Report has been revised, no Entegris amended, supplemented or superseded by a subsequent SEC Report, none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, as of its filing datetheir respective dates, contained any untrue statement of a material fact or omitted to state any 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. (b) Juniata has previously made available, or will make available, to Liverpool the Juniata Regulatory Reports. The Juniata Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered by such statements, and each Entegris fairly present or will fairly present in all material respects the financial position, results of operations and changes in shareholders’ equity of Juniata as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (c) The consolidated balance sheets and the related consolidated statements of operations and cash flows (including the related notes thereto) of Juniata included in SEC Report at the time Reports, as of its filing their respective dates, complied as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto) otherwise noted therein), and fairly presentpresent fairly, in all material respects, the consolidated financial position of Entegris Juniata and its consolidated Subsidiaries as at the of their respective dates thereof dates, and the consolidated results of their operations and consolidated their cash flows of Entegris and its Subsidiaries for the periods indicated, presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (d) Except (i) as reflected in Juniata’s unaudited balance sheet at September 30, 2017 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (ii) for liabilities incurred in the ordinary course of business since September 30, 2017 consistent with past practices or in connection with this Agreement or the transactions contemplated hereby, or (iii) Except as and to the extent reflected would not individually or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”)aggregate have a Material Adverse Effect, neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris Juniata nor any of its Subsidiaries has incurred any material liabilities or obligations or liabilities of any nature that are currently outstanding that would be required nature. SEC Reports describe, and Juniata has delivered to be reflected onLiverpool copies of the documentation creating or governing, or reserved against in, a consolidated all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Entegris dated Regulation S-K promulgated under the 1000 Xxx) effected by Juniata or its Subsidiaries since BDO USA, LLP expressed its opinion with respect to the financial statements of Juniata and its Subsidiaries included in SEC Reports (including the related notes). (e) BDO USA, LLP is a registered public accounting firm (as defined in Section 2(a)(12) of the date Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”)), (y) is and has been throughout the periods of Juniata’s financial statements audited by it, “independent” with respect to Juniata within the meaning of Regulation S-X, and (z) was, during all such periods, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. SEC Reports describe the types of non-audit services performed by BDO USA, LLP for Juniata and its Subsidiaries since December 31, 2016, other than non-audit services performed in connection with the transactions contemplated by this Agreement prepared Agreement. (f) Each of Juniata and the Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Juniata and to maintain accountability for Juniata’s consolidated assets; (iii) access to Juniata’s assets is permitted only in accordance with generally accepted accounting principles as in management’s authorization; (iv) the reporting of Juniata's assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet a current and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegristimely basis. (ivg) The chief Juniata maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are designed to ensure that all material information concerning Juniata and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Juniata’s filings with the SEC and other public disclosure documents. To Juniata’s Knowledge, except as set forth in SEC Reports, each director and executive officer of Juniata has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the chief financial officer rules and regulations thereunder since January 1, 2017. As used in this Section, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. None of Entegris have made Juniata’s or any Subsidiary’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Juniata or such Subsidiary or their independent accountants. (h) Each of the Chief Executive Officer and the Chief Financial Officer of Juniata has signed, and Juniata has furnished to the SEC, all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any SOX Act; such certifications are complete contain no qualifications or exceptions to the matters certified therein and correct, have not been modified or withdrawn; and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris neither Juniata nor any of its Subsidiaries is a party toofficers has received notice from any federal, state, local or has any commitment to become a party toforeign government, any joint venturecourt, partnership or any similar contract or arrangement administrative, regulatory (including without limitation any contract stock exchange) or arrangement relating to any transaction other Government Entity questioning or relationship between challenging the accuracy, completeness, form or among Entegris and any manner of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose filing or limited purpose entity or person, on the other hand), where the result, purpose or intended effect submission of such contract certifications. (i) To the Knowledge of Juniata, the matters and statements made in all certifications filed with the SEC pursuant to Sections 302 and 906 of the SOX Act were true as of the date thereof. (j) Except as would not individually or arrangement in the aggregate have a Company Material Adverse Effect, Juniata is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementscompliance with the SOX Act.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris has made available The Paired Entities have filed or otherwise furnished to Mykrolisthe SEC all forms, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1schedules, 2001 (all such reports, proxy statements, registration statements, prospectuses, definitive proxy statements and filingsother documents required to be filed with or furnished to the SEC by the Paired Entities since January 1, other than 2019, together with all certifications required pursuant to the Registration Statement Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) (all such documents, together with all exhibits and schedules to the Joint Proxy Statementforegoing materials and all information incorporated therein by reference and any amendments or supplements thereto, being herein collectively called including those filed or furnished subsequent to the date hereof, the “Entegris Paired Entities SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments As of their respective filing or furnished dates (or, if amended or superseded by a filing or a document furnished, then on such filing or furnished date), the Paired Entities SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and supplements filed prior to the date of this Agreement, no Entegris SEC ReportExchange Act, as of its filing datethe case may be, contained including, in each case, the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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. None of the Paired Entities Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Paired Entities have made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and each Entegris the Company or Hospitality, on the other hand, since January 1, 2018. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC Report at with respect to any of the time Paired Entities SEC Reports filed or furnished by the Paired Entities with the SEC and, as of its filing complied as the date hereof, to form the knowledge of the Paired Entities, none of the Paired Entities SEC Reports is the subject of ongoing SEC review. Each of the Paired Entities are in compliance in all material respects with all the applicable requirements provisions of the Securities Act, the Exchange Act, Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the SECNasdaq Global Select Market. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations Each of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The audited consolidated financial statements contained and unaudited consolidated interim financial statements of each of the Paired Entities included in or incorporated by reference into the Entegris Paired Entities SEC Reports were (including the related notes and schedules, the “Company Financial Statements”) fairly presents in all material respects the consolidated financial position of the applicable Paired Entity and its Subsidiaries as of its date and each of the consolidated statements of operations, changes in shareholders’ equity and other comprehensive income and cash flows of the Paired Entities and their Subsidiaries included in or incorporated by reference into the Paired Entities SEC Reports (including any related notes and schedules) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity and other comprehensive income or cash flows, as the case may be, of the applicable Paired Entity and its consolidated Subsidiaries for the periods set forth therein, and, in each case have been prepared in accordance with generally accepted accounting principles GAAP (as in effect on the United States on the date of such Company Financial Statement) (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act) consistently applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and fairly presentnoted therein, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subjector, in the case of interim financial unaudited statements, to normal yearas permitted by Rule 10-end adjustments, and except that the interim financial statements do not contain all 01 of Regulation S-X of the footnote disclosures Exchange Act). The Paired Entities have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Paired Entities and the Paired Entities Subsidiaries. The Paired Entities have established and maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) intended to provide reasonable assurance that material information required to be disclosed by generally accepted accounting principlesthe Paired Entities in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the applicable Paired Entity’s management as appropriate to allow timely decisions regarding required disclosure, have conducted the procedures in accordance with their terms and have otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act. (iiib) Except as and to the extent reflected accrued, reflected, disclosed or reserved against on the most recent consolidated balance sheet contained of the Paired Entities as of December 31, 2020 included in the Entegris Paired Entities SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”)hereof, neither Entegris nor any of its Subsidiaries had, as none of the date of the Entegris Balance SheetCompany, Hospitality or any material obligations or liabilities of Paired Entities Subsidiary has any nature that as of such date would have been Liability required to be included accrued, reflected, disclosed or reserved on a consolidated balance sheet of Entegris a Paired Entity prepared in accordance with generally accepted accounting principles as GAAP, except for (i) Liabilities arising out of or incurred in effect on that date. From connection with the date of Mergers or the Entegris Balance Sheet to the date of other transactions contemplated by this Agreement, neither Entegris nor any of its Subsidiaries has (ii) Liabilities incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business consistent with past practice and (including trade indebtednessiii) since the date of the Entegris Balance Sheet and those Liabilities that individually or in the aggregate would not reasonably be reasonably likely expected to have a Company Material Adverse Effect on EntegrisEffect. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since December 1, 2006 (as amended to date, the “SEC Reports”). The Company has delivered or made available to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each Parent copies of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to As of their respective dates, or, if amended, as of the date of this Agreementthe last such amendment, no Entegris the SEC ReportReports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of its filing datethe date of such amendment, contained any untrue statement of a material fact or omitted to state any 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. No Subsidiary of the Company is required to file any form, report or other document with the SEC. Except as set forth on Section 3.07(a) of the Company Disclosure Letter, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements included in the SEC Reports, in each case, including any related notes and each Entegris schedules thereto, as filed with the SEC Report at (the time of its filing complied as to form “Financial Statements”) fairly presents in all material respects with all applicable requirements the consolidated financial position of the Securities ActCompany and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods indicated (subject, in the Exchange Act, and the rules and regulations case of the SECunaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, which are not expected to be significant). Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K or any successor forms under the Exchange Act) applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except (i) as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared the Company (including the notes thereto) included in accordance the Company’s Quarterly Report on Form 10-Q for the three (3) months ended February 27, 2011, (ii) for liabilities or obligations incurred in the ordinary course of business since February 27, 2011, (iii) for liabilities and obligations incurred pursuant to the Transactions, (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business in a manner consistent with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet past practice prior to the date of this AgreementAgreement and (v) for liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, to the Company’s knowledge, neither Entegris the Company nor any of its Subsidiaries has incurred any liabilities or obligations or liabilities of any nature that are currently outstanding that would be required to be reflected onnature, whether or reserved against innot accrued, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreementcontingent or otherwise, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually either matured or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegrisunmatured. (ivd) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications Except as set forth on Section 3.07(d) of the date hereof and as of Company Disclosure Letter, neither the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris Company nor any of its Subsidiaries is a party to, indebted to any director or has any commitment to become a party to, any joint venture, partnership officer of the Company or any similar contract of its Subsidiaries (except for amounts due as normal salaries and bonuses or arrangement (including without limitation any contract in reimbursement of ordinary business expenses and directors’ fees), and no such person is indebted to the Company or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on and there have been no other transactions of the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose type required to be disclosed pursuant to Item 402 or limited purpose entity or person, on 404 of Regulation S-K promulgated by the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSEC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The Seller has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since January 1, 2006 (as amended to date, the “SEC Reports”). The Seller has delivered or made available to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each Purchaser copies of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to As of their respective dates, or, if amended, as of the date of this Agreementthe last such amendment, no Entegris the SEC ReportReports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act or the Exchange Act, as the case may be, in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of its filing datethe date of such amendment, contained any untrue statement of a material fact or omitted omit to state any 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. No Subsidiary is required to file any form, report or other document with the SEC. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (collectively, and including, in each Entegris case, any notes and schedules thereto, the “Seller Financial Statements”) contained in the SEC Report at the time of its filing complied as to form Reports, fairly presents in all material respects with all applicable requirements the consolidated financial position of the Securities ActSeller and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, which are not expected to be significant) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K or any successor forms under the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except as and to the extent reflected or reserved against set forth on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”Schedule 5.5(c), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegris. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris Seller nor any of its Subsidiaries is a party to, indebted to any director or has any commitment to become a party to, any joint venture, partnership officer of the Seller or any similar contract of its Subsidiaries (except for amounts due as normal salaries and bonuses or arrangement (including without limitation any contract in reimbursement of ordinary business expenses and directors’ fees), and no such person is indebted to the Seller or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on and there have been no other transactions of the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose type required to be disclosed pursuant to Items 402 or limited purpose entity or person, on 404 of Regulation S-K promulgated by the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSEC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Juniata has made available filed all forms, reports and documents required to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) be filed by Entegris it with the SEC since September January 1, 2001 (all such reports2014, proxy statements, registration statements, and filings, other than pursuant to the Registration Statement federal securities laws and the Joint Proxy StatementSEC’s rules and regulations thereunder (collectively, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”), all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act. Taking into account any amendments and supplements filed prior Except to the date of this Agreementextent that information contained in any such SEC Report has been revised, no Entegris amended, supplemented or superseded by a subsequent SEC Report, none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, as of its filing datetheir respective dates, contained any untrue statement of a material fact or omitted to state any 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. (b) Juniata has previously made available, or will make available, to FNBPA the Juniata Regulatory Reports. The Juniata Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered by such statements, and each Entegris fairly present or will fairly present in all material respects the financial position, results of operations and changes in shareholders’ equity of Juniata as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (c) The consolidated balance sheets and the related consolidated statements of operations and cash flows (including the related notes thereto) of Juniata included in SEC Report at the time Reports, as of its filing their respective dates, complied as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto) otherwise noted therein), and fairly presentpresent fairly, in all material respects, the consolidated financial position of Entegris Juniata and its consolidated Subsidiaries as at the of their respective dates thereof dates, and the consolidated results of their operations and consolidated their cash flows of Entegris and its Subsidiaries for the periods indicated, presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiid) Except (i) as and to the extent reflected or reserved against on the most recent in Juniata’s unaudited balance sheet contained at March 31, 2015 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (ii) for liabilities incurred in the Entegris SEC Reports filed prior to ordinary course of business since March 31, 2015 consistent with past practices or in connection with this Agreement or the date hereof (the “Entegris Balance Sheet”)transactions contemplated hereby, neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris Juniata nor any of its Subsidiaries has incurred any material liabilities or obligations or liabilities of any nature that are currently outstanding that or (iii) as would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that not individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on EntegrisEffect. SEC Reports describe, and Juniata has delivered to FNBPA copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K promulgated under the 1000 Xxx) effected by Juniata or its Subsidiaries since BDO USA, LLP expressed its opinion with respect to the financial statements of Juniata and its Subsidiaries included in SEC Reports (including the related notes). (e) BDO USA, LLP is a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”)), (y) is and has been throughout the periods of Juniata’s financial statements audited by it, “independent” with respect to Juniata within the meaning of Regulation S-X, and (z) was, during all such periods, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. SEC Reports describe the types of non-audit services performed by BDO USA, LLP for Juniata and its Subsidiaries since December 31, 2014, other than non-audit services performed in connection with the transactions contemplated by this Agreement. (f) Each of Juniata and the Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Juniata and to maintain accountability for Juniata’s consolidated assets; (iii) access to Juniata’s assets is permitted only in accordance with management’s authorization; (iv) The chief the reporting of Juniata's assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (g) Juniata maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are designed to ensure that all material information concerning Juniata and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Juniata’s filings with the SEC and other public disclosure documents. Schedule 4.6(f) lists, and Juniata has delivered to FNBPA copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To Juniata’s Knowledge, except as set forth in SEC Reports, each director and executive officer of Juniata has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the chief financial officer rules and regulations thereunder since January 1, 2015. As used in this Section, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. None of Entegris have made Juniata’s or any Subsidiary’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Juniata or such Subsidiary or their independent accountants. (h) Each of the Chief Executive Officer and the Chief Financial Officer of Juniata has signed, and Juniata has furnished to the SEC, all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any SOX Act; such certifications are complete contain no qualifications or exceptions to the matters certified therein and correct, have not been modified or withdrawn; and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris neither Juniata nor any of its Subsidiaries is a party toofficers has received notice from any federal, state, local or has any commitment to become a party toforeign government, any joint venturecourt, partnership or any similar contract or arrangement administrative, regulatory (including without limitation any contract stock exchange) or arrangement relating to any transaction other Government Entity questioning or relationship between challenging the accuracy, completeness, form or among Entegris and any manner of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose filing or limited purpose entity or person, on the other hand), where the result, purpose or intended effect submission of such contract certifications. (i) To the Knowledge of Juniata, the matters and statements made in all certifications filed with the SEC pursuant to Sections 302 and 906 of the SOX Act were true as of the date thereof. (j) Except as would not individually or arrangement in the aggregate have a Company Material Adverse Effect, Juniata is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementscompliance with the SOX Act.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Since May 22, 2013, the Company has made available to Mykrolis, in the form timely filed with or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Company under the Securities Act and the Exchange Act to the SEC, its (A) Annual Report on Form 10-K for each under the rules and regulations of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating the Nasdaq and to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, the TASE and (C) all other reports, registration statements the ISA under the Israeli Securities Law and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 rules and regulations thereunder (all such reportsforms, proxy statementsreports and documents, registration statementstogether with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Company Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, no Entegris SEC Report, as of its filing datethe date of such amended or superseded filing), contained (a) each Company Report complied as to form in all material respects with the Legal Requirements applicable thereto, in each case as in effect on the date such Company Report was filed or furnished or amended or superseded, and (b) each Company Report did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, and each Entegris SEC Report at reports or other documents with the time SEC, Nasdaq, the TASE or ISA. No executive officer of its filing complied the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company Report, except as to form disclosed in certifications filed with the Company Reports. To the knowledge of the Company, none of the Company Reports is the subject of ongoing SEC, TASE or ISA review or investigation. (b) The financial statements (including the notes thereto) of the Company included in or incorporated by reference into the Company Reports (including the notes thereto) (the “Financial Statements”) comply in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SECSEC with respect thereto as in effect at the time of filing or furnishing. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were Such Financial Statements have been prepared in accordance with generally accepted IFRS accounting principles applied on a consistent basis throughout during the periods involved (involved, except as may be indicated otherwise specified in such Financial Statements or the notes thereto) thereto and except that unaudited Financial Statements may not contain all disclosures required by IFRS. Such Financial Statements fairly present, present in all material respects, in accordance with IFRS, the consolidated financial position condition as of Entegris the dates indicated and the cash flows and the results of operations for the periods specified of the Company and its Subsidiaries as at the respective dates thereof and the on a consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesbasis. (iiic) Except as and to No member of the extent reflected Company Group has any Liabilities of any type other than those which (i) were incurred in the ordinary course of business, (ii) have been recorded, accrued or reserved against on the most recent Company’s balance sheet contained as of December 31, 2015 included in the Entegris SEC Reports filed prior to Form 20-F, or (iii) were incurred in connection with or as contemplated by this Agreement and the date hereof Related Agreements. (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of d) Since the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date registration of the Entegris Balance Sheet to Company ADSs with the date of this AgreementSEC, neither Entegris nor any of its Subsidiaries the Company has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, been a consolidated balance sheet of Entegris dated “foreign private issuer” as of such term is defined under the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on EntegrisExchange Act. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The Company has made available to Mykrolis, in the form timely filed with or furnished to the SECSEC all forms, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statementsschedules, registration statements, definitive proxy statements and filingsother documents required to be filed with or furnished to the SEC under the Exchange Act by the Company since October 1, other than the Registration Statement and the Joint Proxy Statement2009 (collectively, being herein collectively called the “Entegris Company SEC Reports” and individually called a “Entegris SEC Report”). Taking into account As of their respective dates (after giving effect to any amendments or supplements thereto, and supplements any modifying or superseding statements, filed or furnished prior to the date of this Agreement), no Entegris the Company SEC ReportReports complied in all material respects as to form and substance with the requirements of the Exchange Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, as and none of its filing date, the Company SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The balance sheets and the related statements of income, stockholders’ equity and cash flows (including, in each Entegris case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the Company contained in the Company SEC Report at the time of its filing Reports complied as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved (except as may be indicated in otherwise noted therein or to the notes theretoextent required by GAAP) and presented fairly present, in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries the Company as of the dates or for the periods indicated, presented therein (subject, in the case of interim financial unaudited statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesadjustments consistent with GAAP). (iiic) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to Company Financial Statements, the date hereof (the “Entegris Balance Sheet”), neither Entegris nor Company does not have any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material liabilities or obligations or liabilities of any nature that as of such date would have been (whether accrued, absolute, contingent, matured, unmatured or otherwise) required by GAAP to be included set forth on a consolidated balance sheet of Entegris prepared the Company or in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreementnotes thereto, other than those arising any liabilities incurred in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet September 30, 2011 and those that individually or which are not, in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegrisaggregate, material. (ivd) The chief With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since October 1, 2009, the principal executive officer and the chief principal financial officer of Entegris the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of by the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act, in each case in all material respects. (e) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of September 30, 2011 (nor has any such deficiency or weakness been identified between that date and the statements contained date of this Agreement). (f) The Company’s “disclosure controls and procedures” (as defined in any such certifications Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are complete reasonably designed to ensure that (i) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and correctreported within the time periods specified in the rules and forms of the SEC, and Entegris (ii) such information is otherwise accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure. (g) The Company is, and since October 1, 2009 has been, in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq applicable effective provisions to the Company, and is, and since October 1, 2009 has been, in compliance in all material respects with all rules, regulations and requirements of the Sxxxxxxx-Xxxxx Act and applicable to the applicable listing standards and corporate governance rules of the NASDAQCompany. (vh) Neither Entegris nor The Company has made available to Parent and Merger Sub copies of all comment letters and other material correspondence received by the Company from the SEC since October 1, 2009 relating to the Company SEC Reports (the “SEC Comment Letters”), together with all written responses of the Company thereto. As of the date of this Agreement, to the knowledge of the Company, (i) there are no outstanding or unresolved comments in any of the SEC Comment Letters and (ii) the SEC has not informed the Company that any of the Company SEC Reports is the subject of an ongoing review by the SEC. (i) The Company Board has determined that at least one member of the audit committee of the Company Board is an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (j) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its Subsidiaries is a party toprincipal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any commitment to become a party to, any joint venture, partnership material change in or any similar contract or arrangement (including without limitation any contract or arrangement relating waiver of the Company’s code of ethics with respect to any transaction or relationship between or among Entegris and such persons, as required by Section 406(b) of the Sxxxxxxx-Xxxxx Act. To the knowledge of the Company, there have been no material violations of provisions of the Company’s code of ethics by any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementspersons which have not been waived.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris has made available to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Entegris SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegris. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Parent has made available to Mykrolistimely filed or furnished each form, in the form filed with the SECreport, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reportsschedule, registration statements statement, definitive proxy statement and other filings document (including together with all amendments thereof and supplements thereto) required to previously be filed documents) filed or furnished by Entegris Parent pursuant to the Securities Act or the Exchange Act with the SEC since September 1January 30, 2001 2020 (all as such reportsdocuments have since the time of their filing been amended or supplemented, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris Parent SEC Reports” and individually called a “Entegris SEC Report”). Taking into account As of their respective dates, after giving effect to any amendments or supplements thereto, the Parent SEC Reports (A) complied in all material respects with the requirements of the Securities Act and supplements filed prior the Exchange Act, as applicable, and, to the date extent applicable, Xxxxxxxx-Xxxxx Act of this Agreement2002 (“SOX”), no Entegris SEC Report, as of its filing date, contained and (B) did not contain any untrue statement of a material fact or omitted omit to state any 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, provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act or pursuant to Item 2.02 of Form 8-K. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Reports. (b) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each Entegris former principal financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Report at Reports. For purposes of the time preceding sentence, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. Since January 30, 2020, neither Parent nor either of its filing Merger Sub has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports (the “Parent SEC Financial Statements”) complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto in effect at the time of filing or furnishing the applicable Parent SEC Report, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by the SEC on Form 8-K, Form 10-Q or any successor or like form under the Exchange Act) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, present (subject, in the case of the unaudited interim financial statements, to normal year-normal, recurring year end adjustmentsaudit adjustments that would not be, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and to the extent reflected individually or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior aggregate, materially adverse to Parent) in all material respects the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any consolidated financial position of its Subsidiaries hadParent, as of the date respective dates thereof, and the consolidated results of their operations and cash flows for the respective periods then ended. (d) Parent maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Entegris Balance Sheet, any material obligations or liabilities Exchange Act) designed to provide reasonable assurances regarding the reliability of any nature financial reporting. Parent (A) maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that as of such date would have been all information required to be included disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on a consolidated balance sheet its most recent evaluation of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From internal control over financial reporting, to Parent’s outside auditors and the date audit committee of the Entegris Balance Sheet board of directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and the information described in the foregoing clauses (x) and (y) has been disclosed to the Company prior to the date of this Agreement. Neither Parent nor, neither Entegris nor to the Knowledge of Parent, Parent’s independent registered accountant has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of Parent or its Subsidiaries internal accounting controls or any material inaccuracy in the Parent SEC Financial Statements. (e) No Parent Group Member has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected onnature, or reserved against in, a other than liabilities: (i) set forth in Parent’s consolidated balance sheet of Entegris dated (or the notes thereto) as of December 31, 2020 included in the Parent SEC Financial Statements filed or furnished prior to the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date hereof, (ii) those contemplated by or otherwise incurred pursuant to performance of this Agreement, other than those arising (iii) incurred in the ordinary course Ordinary Course of business (including trade indebtedness) since Business after the date of the Entegris Company Balance Sheet and those Date, (iv) incurred in connection with the performance of executory Contracts to which any Parent Group Member is a party or (v) liabilities that would not individually or in the aggregate would not aggregate, be reasonably likely material to have the Parent Group, taken as a Material Adverse Effect on Entegriswhole. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. Except (i) Entegris has made available to Mykrolis, as set forth in Section 4.05 of the Disclosure Letters or (ii) as set forth in the form SEC Reports and publicly available at least two Business Days prior to the date of this Agreement: (a) Seller has filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating reports required to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) be filed by Entegris Seller with the SEC under the Exchange Act since September January 1, 2001 2020. (b) As of its respective date, or, if amended, as of the date of the last such amendment, each of the SEC Reports when filed or furnished (or, if applicable, when amended) complied as to form in all such reportsmaterial respects with the requirements of the Securities Act, proxy statements, registration statementsthe Exchange Act, and filingsthe Sarbanes‑Oxley Act of 2002, other than the Registration Statement as amended, and the Joint Proxy Statementrules and regulations promulgated thereunder, being herein collectively called and, except to the “Entegris extent amended or superseded by a subsequent filing with the SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris none of the SEC Report, as of its filing date, Reports contained any untrue statement of a material fact or omitted to state any 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Knowledge of Seller, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. (c) The consolidated financial statements of Seller included in the SEC Reports (the “Financial Statements”) have been derived from the accounting books and each Entegris records of Seller and (i) as of their respective dates of filing with the SEC Report at the time of its filing complied as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of the unaudited interim statements, as may be permitted by Form 10-Q and Regulation S‑X) and (iii) fairly present, in all material respects, the Seller’s consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the position, consolidated results of operations operations, and, where included, consolidated stockholders’ equity and consolidated cash flows of Entegris at and its Subsidiaries for the respective periods indicated, indicated (subject, in the case of interim financial unaudited statements, to normal year-end adjustments, audit adjustments and except that the interim financial statements do not contain all absence of the footnote disclosures required by generally accepted accounting principlesnotes). (iiid) Except as There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any SEC Reports and none of the SEC Reports is, to the extent Knowledge of Seller, the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of Seller, threatened, in each case regarding any accounting practices of Seller. (e) Seller does not have any Liabilities of any nature relating to the Business required to be set forth in the “liabilities” column of a balance sheet prepared in accordance with GAAP or disclosed in the notes thereto, except (i) as reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated Seller as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this AgreementMarch 31, other than those arising 2023, (ii) for Liabilities incurred in the ordinary course of business the Business since March 31, 2023, and (including trade indebtednessiii) since the date for Liabilities arising out of the Entegris Balance Sheet and those that individually or in connection with this Agreement or the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegristransactions hereby. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris 4.7.1. The SPAC has made available to Mykrolisfiled or furnished in a timely manner all required registration statements, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration schedules, forms, statements and other filings (including amendments documents required to previously be filed documents) filed or furnished by Entegris it with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this AgreementAgreement (collectively, no Entegris as they have been amended since the time of their filing and including all exhibits thereto, the “SEC ReportReports”), and, as of its the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing dateand including all exhibits thereto, the “Additional SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing) and none of the Additional SEC Reports as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), and each Entegris the financial statements of the SPAC included in the SEC Report at the time of its filing complied as to form Reports comply in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file SEC with the SEC pursuant to the Exchange Act, the Securities Actrespect thereto, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presentpresent (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of complete footnotes) in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries the SPAC as at of the respective dates thereof and the consolidated results of its operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicated, subject, then ended. The SPAC does not have any material off-balance sheet arrangements that are not disclosed in the case of interim financial statements, to normal year-end adjustments, and except SEC Reports. 4.7.2. The SPAC has no liabilities that the interim financial statements do not contain all of the footnote disclosures would be required by generally accepted accounting principles. (iii) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required GAAP to be included reflected on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on the SPAC, other than liabilities (i) that date. From have arisen since the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated most recent balance sheet of Entegris dated as of included in the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising SEC Reports in the ordinary course of business (including trade indebtednessnone of which relates to a breach of Contract, breach of warranty, tort, infringement or violation of applicable Law or Order) since or (ii) incurred in connection with the date negotiation, preparation or execution of this Agreement, the performance of its covenants or agreements in this Agreement or the consummation of the Entegris Balance Sheet and those that individually transactions contemplated hereby or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegristhereby. 4.7.3. Except as set forth in Section 4.7.3 of the SPAC Disclosure Schedules, the SPAC has no obligations for indebtedness for borrowed money. 4.7.4. The SPAC has established and maintains disclosure controls and procedures (iv) The chief as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the SPAC is made known to the SPAC’s principal executive officer officers and its principal financial officer. Such disclosure controls and procedures are effective in timely alerting the chief SPAC’s principal executive officers and principal financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if material information required to be made included in the SPAC’s financial statements included in the SPAC’s periodic reports required under the Exchange Act. 4.7.5. The SPAC has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of such dates pursuant to, Sections 302 proper and 906 accurate financial statements in accordance with GAAP and to maintain accountability for the SPAC’s assets. The SPAC maintains books and records of the Sxxxxxxx-Xxxxx Act SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the SPAC in all material respects. 4.7.6. Except for any related rules changes (including any required revisions to or restatements of the financial statements of the SPAC or the SEC Reports) to (A) the SPAC’s historical accounting of the SPAC Warrants as equity rather than as liabilities that may have been required as a result of the Staff Statement on Accounting and regulations promulgated Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was issued by the SEC and the statements contained in any such certifications are complete and correcton April 12, 2021, and Entegris is otherwise in compliance with all applicable effective provisions related guidance by the SEC or (B) the SPAC’s accounting or classification of the Sxxxxxxx-Xxxxx Act and SPAC’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may have been required as a result of related statements by the applicable listing standards and corporate governance rules SEC staff or recommendations or requirements of the NASDAQ. SPAC’s auditors (vclauses (A) Neither Entegris nor any and (B), collectively, the “SEC SPAC Accounting Changes”), there is no (i) “significant deficiency” in the internal controls over financial reporting of its Subsidiaries is a party tothe SPAC, as defined by the Public Company Accounting Oversight Board (the “PCAOB”) (ii) “material weakness” in the internal controls over financial reporting of the SPAC, as defined by the PCAOB, or has any commitment to become (iii) fraud, whether or not material, that involves management or other employees of the SPAC who have a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any significant role in the internal controls over financial reporting of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSPAC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The Company has made available filed all forms, reports and documents required to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) be filed by Entegris it with the SEC since September January 1, 2001 (all such reports2003, proxy statements, registration statements, and filings, other than pursuant to the Registration Statement federal securities laws and the Joint Proxy StatementSEC rules and regulations thereunder, being herein collectively called all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act (collectively, the “Entegris Company SEC Reports” and individually called a “Entegris SEC Report”). Taking into account None of the Company SEC Reports, including, without limitation, any amendments and supplements filed prior to the date of this Agreement, no Entegris SEC Reportfinancial statements or schedules included therein, as of its filing datetheir respective dates, contained any untrue statement of a material fact or omitted to state any 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. (b) The consolidated balance sheets and the related consolidated statements of income, cash flows and each Entegris stockholders’ equity (including the related notes thereto) of the Company included in the Company SEC Report at the time Reports, as of its filing their respective dates, complied as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles applied on a basis consistent basis throughout the with prior periods involved (except as may be indicated in the notes thereto) otherwise noted therein), and fairly presentpresent fairly, in all material respects, the consolidated financial position of Entegris the Company and its Subsidiaries consolidated subsidiaries as at the of their respective dates thereof dates, and the consolidated results of their operations and consolidated their cash flows of Entegris and its Subsidiaries for the periods indicated, presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except as and to As of December 31, 2005 there were no liabilities or obligations of the extent reflected Company or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there was no existing condition, situation or set of circumstances that as of would reasonably be expected to result in such date would have been required to be included on a consolidated liability or obligation, other than: (i) liabilities or obligations disclosed and provided for in the balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From for the date of Company’s Form 10-K for the Entegris Balance Sheet to period ended December 31, 2005 or Form 10-Q for the date of this Agreementperiod ended March 31, neither Entegris nor any of its Subsidiaries has 2006 (the “2006 First Quarter 10-Q”) and (ii) liabilities or obligations incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) consistent with past practices since the date of the Entegris Balance Sheet and those December 31, 2005 that would not reasonably be expected to have, individually or in the aggregate would not be reasonably likely to have aggregate, a Company Material Adverse Effect on EntegrisEffect. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since January 1, 2003 (as amended to date, the "SEC Reports"). The Company has delivered or made available to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each Parent copies of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to As of their respective dates, or, if amended, as of the date of this Agreementthe last such amendment, no Entegris the SEC ReportReports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act or the Sarbanes-Oxley Act, as the case may be, in each case, the rulex xxx xxgulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of its filing datethe date of such amendment, contained any untrue statement of a material fact or omitted omit to state any 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. No Subsidiary is required to file any form, report or other document with the SEC. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (collectively, and including, in each Entegris case, any notes and schedules thereto, the "Financial Statements") contained in the SEC Report at the time of its filing complied as to form Reports, fairly presents in all material respects with all applicable requirements the consolidated financial position of the Securities ActCompany and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods indicated (subject, in the Exchange Act, and the rules and regulations case of the SEC. Since September 1unaudited statements, 2001to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, Entegris has filed which are not expected to be significant) in a timely manner all reports that it was required to file conformity with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K or any successor forms under the Exchange Act) applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except (a) as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared the Company (including the notes thereto) included in accordance with generally accepted accounting principles as the Company's Quarterly Report on Form 10-Q for the nine months ended September 30, 2006, (b) for liabilities or obligations incurred in effect on that date. From the date ordinary course of the Entegris Balance Sheet to the date of business since September 30, 2006, (c) liabilities and obligations arising under this Agreement, (d) liabilities or obligations which have been discharged or paid in full in the ordinary course of business and in a manner consistent with past practice, and (e) liabilities and obligations that would not have a Material Adverse Effect, neither Entegris the Company nor any of its Subsidiaries has incurred any liabilities or obligations or liabilities of any nature that are currently outstanding nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on, or reserved against in, on a consolidated balance sheet of Entegris dated as (or the notes thereto) of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet Company and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegrisits Subsidiaries. (ivd) The chief executive officer and Except as set forth on Schedule 3.07(d), neither the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris Company nor any of its Subsidiaries is a party to, indebted to any director or has any commitment to become a party to, any joint venture, partnership officer of the Company or any similar contract of its Subsidiaries (except for amounts due as normal salaries and bonuses or arrangement (including without limitation any contract in reimbursement of ordinary business expenses and directors' fees), and no such person is indebted to the Company or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on and there have been no other transactions of the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose type required to be disclosed pursuant to Items 402 or limited purpose entity or person, on 404 of Regulation S-K promulgated by the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.SEC. SECTION

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Since August 31, 2004, Pure Cycle has made available filed all forms, reports and other documents required to Mykrolis, in the form be filed by Pure Cycle with the SEC. As of their respective dates, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) the Pure Cycle SEC Reports complied in all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris material respects with the SEC since September 1applicable requirements of the Securities Act, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement Exchange Act and the Joint Proxy Statementrules and regulations promulgated thereunder applicable to such Pure Cycle SEC Reports and, being herein collectively called except to the “Entegris extent that information contained in any Pure Cycle SEC Reports” Report has been revised or superseded by a later Pure Cycle SEC Report filed and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed publicly available prior to the date of this Agreement, no Entegris none of the Pure Cycle SEC Report, as of its filing date, Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Entegris . (b) The financial statements of Pure Cycle included or incorporated by reference in the Pure Cycle SEC Report at the time of its filing Reports complied as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and presented fairly present, in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries Pure Cycle as at of the respective dates thereof and the consolidated results of its operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, then ended (subject, in the case of interim financial unaudited statements, to normal year-end closing adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except as and to the extent reflected or reserved against on the most recent balance sheet contained set forth in the Entegris financial statements included or incorporated by reference in the Pure Cycle SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”)Reports, neither Entegris nor Pure Cycle does not have any of its Subsidiaries haddebts, as of the date of the Entegris Balance Sheet, any material liabilities or obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Balance Sheet to the date of this Agreement(whether accrued, neither Entegris nor any of its Subsidiaries has incurred any obligations absolute, contingent or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, otherwise) other than those arising liabilities incurred in the ordinary course of business (including trade indebtedness) since the date subsequent to February 28, 2006, and liabilities of the Entegris Balance Sheet and those that individually or type not required under GAAP to be reflected in such financial statements, except for such items which in either case are not, in the aggregate would not be reasonably likely aggregate, material to have a Material Adverse Effect on Entegristhe financial condition or operating results of Pure Cycle. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Parent has made available to Mykrolisfiled in a timely manner all required registration statements, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration schedules, forms, statements and other filings (including amendments documents required to previously filed documents) be filed by Entegris it with the SEC since September 1October 20, 2001 2021 (collectively, as they have been amended since the time of their filing and including all such reportsexhibits thereto, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, no Entegris SEC Report, as then on the date of its filing datesuch filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and each Entegris schedules thereto) included in the SEC Report at the time of its filing Reports complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presentpresent (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries Parent as at of the respective dates thereof and the consolidated results of their operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesthen ended. (iiib) Except as Parent has established and maintained a system of internal controls. To Buyer’s knowledge, such internal controls are sufficient to provide reasonable assurance regarding the extent reflected or reserved against on reliability of Parent’s financial reporting and the most recent balance sheet contained preparation of Parent’s financial statements for external purposes in accordance with GAAP. (c) To the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any knowledge of its Subsidiaries hadBuyer, as of the date of this Agreement, there are no outstanding SEC comments from the Entegris Balance SheetSEC with respect to the SEC Reports. To the knowledge of Buyer, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From the date none of the Entegris Balance Sheet SEC Reports filed on or prior to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations Agreement is subject to ongoing SEC review or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated investigation as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegris. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Parent has made available to Mykrolistimely filed or furnished each form, in the form filed with the SECreport, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reportsschedule, registration statements statement, definitive proxy statement and other filings (including amendments document required to previously be filed documents) filed or furnished by Entegris Parent pursuant to the Securities Act or the Exchange Act with the SEC since September January 1, 2001 2022 (all as such reportsdocuments have since the time of their filing been amended, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed modified or supplemented prior to the date hereof, the “Parent SEC Reports”). As of this Agreementtheir respective dates, no Entegris after giving effect to any amendments, modifications, or supplements thereto made prior to the date hereof, the Parent SEC ReportReports (i) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and, to the extent applicable, Xxxxxxxx-Xxxxx Act of its filing date2002, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Reports. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each Entegris case, the notes, if any, thereto) included in the Parent SEC Report at Reports (the time of its filing “Parent SEC Financial Statements”) (i) when filed or furnished complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1, 2001, Entegris has filed SEC with respect thereto in a timely manner all reports that it was required to file with effect at the time of filing or furnishing the applicable Parent SEC pursuant to the Exchange Act, the Securities ActReport, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The fairly present in all material respects the consolidated financial statements contained position and the consolidated results of their operations, cash flows and changes in stockholders’ equity of Parent and its consolidated Subsidiaries, taken as a whole, as of the Entegris SEC Reports were prepared dates and for the periods therein in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods period involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of the interim financial statements, to normal year-end adjustments, adjustments and the absence of notes and except that as may be indicated in the interim financial statements do not contain all of notes thereto or as permitted by the footnote disclosures required by generally accepted accounting principlesSEC). (iiic) Except Parent maintains a system of internal control over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting. Parent maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) designed to provide reasonable assurance that material information required to be disclosed by Parent in the extent reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (d) There are no Liabilities of Parent and its Subsidiaries of any nature that would be required by GAAP to be reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared Parent, other than Liabilities: (i) set forth in accordance with generally accepted accounting principles Parent’s consolidated balance sheet (or the notes thereto) as of December 31, 2022 included in effect on that date. From the date of the Entegris Balance Sheet Parent SEC Financial Statements filed prior to the date of this Agreementhereof, neither Entegris nor any of its Subsidiaries has (ii) those contemplated by or otherwise incurred any obligations in connection with or liabilities of any nature that are currently outstanding that would be required pursuant to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on and the date of this Agreementtransactions contemplated hereby, other than those arising (iii) incurred in the ordinary course of business since December 31, 2022, or (including trade indebtednessiv) since the date of the Entegris Balance Sheet that have not had and those that would not reasonably be expected to have, individually or in the aggregate would not be reasonably likely to have aggregate, a Parent Material Adverse Effect on EntegrisEffect. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The SPAC has made available to Mykrolisfiled or furnished in a timely manner all required registration statements, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration schedules, forms, statements and other filings (including amendments documents required to previously be filed documents) filed or furnished by Entegris it with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this AgreementAgreement (collectively, no Entegris as they have been amended since the time of their filing and including all exhibits thereto, the “SEC ReportReports”), and, as of its the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing dateand including all exhibits thereto, the “Additional SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing) and none of the Additional SEC Reports as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing), contained any untrue statement of a material fact or omitted to state any 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, and each Entegris . The financial statements of the SPAC included in the SEC Report at the time of its filing complied as to form Reports comply in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file SEC with the SEC pursuant to the Exchange Act, the Securities Actrespect thereto, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presentpresent (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of complete footnotes) in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries the SPAC as at of the respective dates thereof and the consolidated results of its operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicated, subject, then ended. The SPAC does not have any material off-balance sheet arrangements that are not disclosed in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesSEC Reports. (iiib) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or The SPAC has no liabilities of any nature that as of such date would have been be required by GAAP to be included reflected on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on the SPAC, other than liabilities (i) that date. From have arisen since the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated most recent balance sheet of Entegris dated as of included in the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising SEC Reports in the ordinary course of business (including trade indebtednessnone of which relates to a breach of Contract, breach of warranty, tort, infringement or violation of applicable Law or Order) since and are set forth on Schedule II or (ii) incurred in connection with the date negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Entegris Balance Sheet and those that individually transactions contemplated hereby or in thereby. At Closing, the aggregate would SPAC will not be reasonably likely to have a Material Adverse Effect any outstanding liabilities other than as set forth on EntegrisSchedule II. (ivc) Other than the Working Capital Notes and the Extension Loan, the SPAC has no obligations for indebtedness for borrowed money. (d) The chief SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to The SPAC is made known to The SPAC’s principal executive officer and its principal financial officer. Such disclosure controls and procedures are effective in timely alerting the chief SPAC’s principal executive officer and principal financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if material information required to be made as of such dates pursuant to, Sections 302 and 906 of included in the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by SPAC’s financial statements included in the SEC and SPAC’s periodic reports required under the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQExchange Act. (ve) Neither Entegris nor any The SPAC has established and maintains systems of its Subsidiaries internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the SPAC’s assets. The SPAC maintains books and records of the SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the SPAC in all material respects. (f) There is no (i) “significant deficiency” in the internal controls over financial reporting of the SPAC, (ii) “material weakness” in the internal controls over financial reporting of the SPAC or (iii) fraud, whether or not material, that involves management or other employees of the SPAC who have a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any significant role in the internal controls over financial reporting of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSPAC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris Mykrolis has made available to MykrolisEntegris, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended AugustDecember 31, 2002 through AugustDecember 31, 2004, (B) all proxy statements relating to EntegrisMykrolis’ meetings of shareholders (whether annual or special) held since September January 1, 20012002, and (C) all other reports, registration statements statements, and other filings (including amendments to previously filed documents) filed by Entegris Mykrolis with the SEC since September January 1, 2001 2002 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy StatementStatement (as defined in Section 4.01(f)), being herein collectively called the “Entegris Mykrolis SEC Reports” and individually called a “Entegris Mykrolis SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris Mykrolis SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Entegris Mykrolis SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations of the SEC. Since September January 1, 20012002, Entegris Mykrolis has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris Mykrolis SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris Mykrolis and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris Mykrolis and its Subsidiaries for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles. (iii) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris Mykrolis SEC Reports filed prior to the date hereof (the “Entegris Mykrolis Balance Sheet”), neither Entegris Mykrolis nor any of its Subsidiaries had, as of the date of the Entegris Mykrolis Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris Mykrolis prepared in accordance with generally accepted accounting principles as in effect on that date. From the date of the Entegris Mykrolis Balance Sheet to the date of this Agreement, neither Entegris Mykrolis nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris Mykrolis dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising in the ordinary course of business (including trade indebtedness) since the date of the Entegris Mykrolis Balance Sheet and those that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on EntegrisMykrolis. (iv) The chief executive officer and the chief financial officer of Entegris Mykrolis have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC SEC, and the statements contained in any such certifications are complete and correct, and Entegris Mykrolis is otherwise in compliance with all applicable effective provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQNYSE. (v) Neither Entegris Mykrolis nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris Mykrolis and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris Mykrolis or any of its Subsidiaries in EntegrisMykrolis’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Parent has made available to Mykrolistimely filed or furnished each form, in the form filed with the SECreport, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reportsschedule, registration statements statement, definitive proxy statement and other filings (including amendments document required to previously be filed documents) filed or furnished by Entegris Parent pursuant to the Securities Act or the Exchange Act with the SEC since September January 1, 2001 2022 (all as such reportsdocuments have since the time of their filing been amended, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed modified or supplemented prior to the date hereof, the “Parent SEC Reports”). As of this Agreementtheir respective dates, no Entegris after giving effect to any amendments, modifications, or supplements thereto made prior to the date hereof, the Parent SEC ReportReports (i) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and, to the extent applicable, Xxxxxxxx- Xxxxx Act of its filing date2002, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Reports. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each Entegris case, the notes, if any, thereto) included in the Parent SEC Report at Reports (the time of its filing “Parent SEC Financial Statements”) (i) when filed or furnished complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1, 2001, Entegris has filed SEC with respect thereto in a timely manner all reports that it was required to file with effect at the time of filing or furnishing the applicable Parent SEC pursuant to the Exchange Act, the Securities ActReport, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The fairly present in all material respects the consolidated financial statements contained position and the consolidated results of their operations, cash flows and changes in stockholders’ equity of Parent and its consolidated Subsidiaries, taken as a whole, as of the Entegris SEC Reports were prepared dates and for the periods therein in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods period involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the periods indicated, subject, in the case of the interim financial statements, to normal year-end adjustments, adjustments and the absence of notes and except that as may be indicated in the interim financial statements do not contain all of notes thereto or as permitted by the footnote disclosures required by generally accepted accounting principlesSEC). (iiic) Except Parent maintains a system of internal control over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting. Parent maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) designed to provide reasonable assurance that material information required to be disclosed by Parent in the extent reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (d) There are no Liabilities of Parent and its Subsidiaries of any nature that would be required by GAAP to be reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of such date would have been required to be included on a consolidated balance sheet of Entegris prepared Parent, other than Liabilities: (i) set forth in accordance with generally accepted accounting principles Parent’s consolidated balance sheet (or the notes thereto) as of December 31, 2022 included in effect on that date. From the date of the Entegris Balance Sheet Parent SEC Financial Statements filed prior to the date of this Agreementhereof, neither Entegris nor any of its Subsidiaries has (ii) those contemplated by or otherwise incurred any obligations in connection with or liabilities of any nature that are currently outstanding that would be required pursuant to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on and the date of this Agreementtransactions contemplated hereby, other than those arising (iii) incurred in the ordinary course of business since December 31, 2022, or (including trade indebtednessiv) since the date of the Entegris Balance Sheet that have not had and those that would not reasonably be expected to have, individually or in the aggregate would not be reasonably likely to have aggregate, a Parent Material Adverse Effect on EntegrisEffect. (iv) The chief executive officer and the chief financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris Since January 1, 2008, the Company has made available to Mykrolis, in the form timely filed with the SECSEC all forms, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statementsschedules, registration statements, definitive proxy statements and filingsother documents (collectively, other than the Registration Statement and the Joint Proxy Statementincluding all exhibits thereto, being herein collectively called the “Entegris Company SEC Reports” ”) required to be filed by the Company with the SEC. As of their respective dates, and individually called a “Entegris SEC Report”). Taking into account giving effect to any amendments and or supplements thereto filed prior to the date of this Agreement, no Entegris the Company SEC ReportReports complied in all material respects as to form and substance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the respective rules and regulations of its filing datethe SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in each Entegris case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the Company contained in the Company SEC Report at the time of its filing complied Reports comply as to form in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1SEC with respect thereto, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were have been prepared in accordance conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved (except as may be indicated in otherwise noted therein or to the notes theretoextent required by GAAP) and present fairly present, in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris the Company and its the Company Subsidiaries as of the dates or for the periods indicated, presented therein (subject, in the case of interim financial unaudited statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows of the Company for the fiscal quarter ended March 28, 2010 set forth in Section 3.5(c) of the Company Disclosure Schedule have been prepared in conformity with GAAP (except for the absence of footnotes) applied on a consistent basis during the periods involved (except as and otherwise noted therein or to the extent reflected or reserved against on required by GAAP) and present fairly in all material respects the most recent balance sheet contained in consolidated financial position and the Entegris SEC Reports filed prior to consolidated results of operations and cash flows of the date hereof (Company and the “Entegris Balance Sheet”), neither Entegris nor any of its Company Subsidiaries had, as of the date or for the period presented therein (subject to normal year-end adjustments). (d) Except as reflected in the Company Financial Statements, neither the Company nor any of the Entegris Balance Sheet, Company Subsidiaries has any material liabilities or obligations or liabilities of any nature that as of such date would have been (whether accrued, absolute, contingent, matured, unmatured or otherwise) required by GAAP to be included set forth on a consolidated balance sheet of Entegris prepared the Company and the Company Subsidiaries or in accordance with generally accepted accounting principles as in effect on the notes thereto, or, if not required by GAAP, that date. From the date of the Entegris Balance Sheet are material to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Entegris dated as of the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this AgreementCompany, other than those arising any liabilities incurred in the ordinary course of business (including trade indebtedness) since the date of the Entegris Balance Sheet and those that individually or December 27, 2009 which, are not, in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegrisaggregate, material. (ive) The chief With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 1, 2008, the principal executive officer and the chief principal financial officer of Entegris the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of by the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC SEC. (f) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States, (ii) that receipts and expenditures are executed in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 27, 2009 (nor has any such deficiency or weakness been identified between that date and the statements contained date of this Agreement). (g) The Company’s “disclosure controls and procedures” (as defined in any Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported to the individuals responsible for preparing such certifications are complete reports within the time periods specified in the rules and correctforms of the SEC, and Entegris (ii) all such information is otherwise accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (h) The Company is in compliance in all material respects with all applicable effective provisions current listing and corporate governance requirements of Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQAct. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports, statements, schedules and other documents with the United States Securities and Exchange Commission (the "SEC") required to be filed by it since and including [June 29, 2000] pursuant to the federal securities laws and the SEC rules and regulations thereunder (the "SEC REPORTS"). The Company has delivered or made available to Parent copies of all such SEC Reports. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC after the date hereof and prior to the Effective Time (the "FUTURE SEC REPORTS"), (i) Entegris has made available to Mykrolis, were and will be prepared in the form filed all material respects in accordance with the SECrequirements of the Securities Act of 1933, its as amended (A) Annual Report on Form 10-K for the "SECURITIES ACT"), the Exchange Act and the published rules and regulations of the SEC thereunder, each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating as applicable to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, such SEC Reports and such later filed Future SEC Reports and (Cii) all other reports, registration statements did not and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris SEC Report, will not as of its filing date, contained the time they were filed contain any untrue statement of a material fact or omitted omit to state any 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 and will be made, not misleading. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the SEC Reports or any Future SEC Report has been, and each Entegris in the case of any Future SEC Report at the time of its filing complied as to form will be, prepared in all material respects in accordance with all applicable requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, (including Regulation S-X) and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved indicated (except as may be indicated otherwise stated in such financial statements, including the notes theretorelated notes) and each fairly presentpresents, in all material respects, the consolidated financial position position, results of Entegris operations and cash flows of the Company and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicatedindicated therein, except as otherwise set forth in the notes thereto (subject, in the case of interim financial unaudited statements, to the absence of footnotes thereto and to normal and recurring year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles). (iiic) Except as and to At the extent reflected or reserved against on date of the most recent balance sheet contained audited financial statements of the Company included in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”)Reports, neither Entegris the Company nor any of its Subsidiaries subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or liabilities of any nature that as of and since such date would have been required to be included on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on that date. From neither the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris Company nor any of its Subsidiaries subsidiaries has incurred incurred, any liabilities or obligations or liabilities of any nature that are currently outstanding that (whether accrued, absolute, contingent, determinable or otherwise) which, individually or in the aggregate, would be required to be reflected on, or reserved against in, disclosed in a consolidated balance sheet of Entegris dated as (or the footnotes thereto) of the date of this Agreement Company prepared in accordance with United States generally accepted accounting principles as in effect on the date of this Agreement, other than those arising except liabilities incurred in the ordinary and usual course of business (including trade indebtedness) since and consistent with past practice, liabilities expressly incurred in connection with the date of the Entegris Balance Sheet Transactions and those liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate would not be reasonably likely to have aggregate, a Company Material Adverse Effect on EntegrisEffect. (ivd) The chief executive officer and None of the chief financial Company or any of its subsidiaries is indebted to any director or officer of Entegris have made all certifications required bythe Company or any of its subsidiaries (except for amounts due as normal salaries and bonuses, in reimbursement of ordinary business expenses and directors' fees) and no such person is indebted to the Company or any of its subsidiaries, and nothing has come to their attention that would preclude them from being able to make such certifications as there have been no other transactions of the date hereof and as of the Closing Date as if type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K promulgated by the SEC. (e) The Company has heretofore furnished or made as available to Parent a complete and correct copy of such dates any amendments or modifications which have not yet been filed with the SEC to SEC Reports which previously had been filed by the Company with the SEC pursuant to, Sections 302 and 906 of to the Sxxxxxxx-Xxxxx Securities Act and any related the rules and regulations promulgated by thereunder or the SEC and the statements contained in any such certifications are complete and correct, and Entegris is otherwise in compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Exchange Act and the applicable listing standards rules and corporate governance rules of the NASDAQregulations promulgated thereunder. (v) Neither Entegris nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statements.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The SPAC has made available to Mykrolisfiled or furnished in a timely manner all required registration statements, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration schedules, forms, statements and other filings (including amendments documents required to previously be filed documents) filed or furnished by Entegris it with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this AgreementAgreement (collectively, no Entegris as they have been amended since the time of their filing and including all exhibits thereto, the “SEC ReportReports”), and, as of its the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing dateand including all exhibits thereto, the “Additional SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing) and none of the Additional SEC Reports as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), and each Entegris the financial statements of the SPAC included in the SEC Report at the time of its filing complied as to form Reports comply in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file SEC with the SEC pursuant to the Exchange Act, the Securities Actrespect thereto, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presentpresent (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of complete footnotes) in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries the SPAC as at of the respective dates thereof and the consolidated results of its operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicated, subject, then ended. The SPAC does not have any material off-balance sheet arrangements that are not disclosed in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesSEC Reports. (iiib) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or The SPAC has no liabilities of any nature that as of such date would have been be required by GAAP to be included reflected on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on the SPAC, other than liabilities (i) that date. From have arisen since the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated most recent balance sheet of Entegris dated as of included in the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising SEC Reports in the ordinary course of business (including trade indebtednessnone of which relates to a breach of Contract, breach of warranty, tort, infringement or violation of applicable Law or Order) since or (ii) incurred in connection with the date negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Entegris Balance Sheet and those that individually transactions contemplated hereby or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegristhereby. (ivc) Except as set forth in Section 3.7(c) of the SPAC Disclosure Schedules, the SPAC has no obligations for indebtedness for borrowed money. (d) The chief SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the SPAC is made known to the SPAC’s principal executive officer and its principal financial officer. Such disclosure controls and procedures are effective in timely alerting the chief SPAC’s principal executive officer and principal financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if material information required to be made included in the SPAC’s financial statements included in the SPAC’s periodic reports required under the Exchange Act. (e) The SPAC has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of such dates pursuant to, Sections 302 proper and 906 accurate financial statements in accordance with GAAP and to maintain accountability for the SPAC’s assets. The SPAC maintains books and records of the Sxxxxxxx-Xxxxx Act SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the SPAC in all material respects. (f) Except for any related rules changes (including any required revisions to or restatements of the financial statements of the SPAC or the SEC Reports) to (A) the SPAC’s historical accounting of the SPAC Warrants as equity rather than as liabilities that may have been required as a result of the Staff Statement on Accounting and regulations promulgated Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was issued by the SEC and the statements contained in any such certifications are complete and correcton April 12, 2021, and Entegris is otherwise in compliance with all applicable effective provisions related guidance by the SEC or (B) the SPAC’s accounting or classification of the Sxxxxxxx-Xxxxx Act and SPAC’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may have been required as a result of related statements by the applicable listing standards and corporate governance rules SEC staff or recommendations or requirements of the NASDAQ. SPAC’s auditors (vclauses (A) Neither Entegris nor any and (B), collectively, “SEC SPAC Accounting Changes”),there is no (i) “significant deficiency” in the internal controls over financial reporting of its Subsidiaries is a party tothe SPAC, as defined by the Public Company Accounting Oversight Board (the “PCAOB”) (ii) “material weakness” in the internal controls over financial reporting of the SPAC, as defined by the PCAOB, or has any commitment to become (iii) fraud, whether or not material, that involves management or other employees of the SPAC who have a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any significant role in the internal controls over financial reporting of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSPAC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Entegris The SPAC has made available to Mykrolisfiled or furnished all required registration statements, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration schedules, forms, statements and other filings (including amendments documents required to previously be filed documents) filed or furnished by Entegris it with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this AgreementAgreement (collectively, no Entegris as they have been amended since the time of their filing and including all exhibits thereto, the “SEC ReportReports”), and, as of its the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing dateand including all exhibits thereto, the “Additional SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing) and none of the Additional SEC Reports as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such subsequent filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), and each Entegris the financial statements of the SPAC included in the SEC Report at the time of its filing complied as to form Reports comply in all material respects with all applicable accounting requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file SEC with the SEC pursuant to the Exchange Act, the Securities Actrespect thereto, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ. (ii) The consolidated financial statements contained in the Entegris SEC Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presentpresent (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of complete footnotes) in all material respects, respects the consolidated financial position of Entegris and its Subsidiaries the SPAC as at of the respective dates thereof and the consolidated results of its operations and consolidated cash flows of Entegris and its Subsidiaries for the respective periods indicated, subject, then ended. The SPAC does not have any material off-balance sheet arrangements that are not disclosed in the case of interim financial statements, to normal year-end adjustments, and except that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principlesSEC Reports. (iiib) Except as and to the extent reflected or reserved against on the most recent balance sheet contained in the Entegris SEC Reports filed prior to the date hereof (the “Entegris Balance Sheet”), neither Entegris nor any of its Subsidiaries had, as of the date of the Entegris Balance Sheet, any material obligations or The SPAC has no liabilities of any nature that as of such date would have been be required by GAAP to be included reflected on a consolidated balance sheet of Entegris prepared in accordance with generally accepted accounting principles as in effect on the SPAC, other than liabilities (i) that date. From have arisen since the date of the Entegris Balance Sheet to the date of this Agreement, neither Entegris nor any of its Subsidiaries has incurred any obligations or liabilities of any nature that are currently outstanding that would be required to be reflected on, or reserved against in, a consolidated most recent balance sheet of Entegris dated as of included in the date of this Agreement prepared in accordance with generally accepted accounting principles as in effect on the date of this Agreement, other than those arising SEC Reports in the ordinary course of business (including trade indebtednessnone of which relates to a breach of Contract, breach of warranty, tort, infringement or violation of applicable Law or Order) since or (ii) incurred in connection with the date negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Entegris Balance Sheet and those that individually transactions contemplated hereby or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Entegristhereby. (ivc) Except as set forth in Section 3.7(c) of the SPAC Disclosure Schedules, the SPAC has no obligations for indebtedness for borrowed money. (d) The chief SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the SPAC is made known to the SPAC’s principal executive officer and its principal financial officer. Such disclosure controls and procedures are effective in timely alerting the chief SPAC’s principal executive officer and principal financial officer of Entegris have made all certifications required by, and nothing has come to their attention that would preclude them from being able to make such certifications as of the date hereof and as of the Closing Date as if material information required to be made included in the SPAC’s financial statements included in the SPAC’s periodic reports required under the Exchange Act. (e) The SPAC has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of such dates pursuant to, Sections 302 proper and 906 accurate financial statements in accordance with GAAP and to maintain accountability for the SPAC’s assets. The SPAC maintains books and records of the Sxxxxxxx-Xxxxx Act SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the SPAC in all material respects. (f) Except for any related rules changes (including any required revisions to or restatements of the financial statements of the SPAC or the SEC Reports) to (A) the SPAC’s historical accounting of the SPAC Warrants as equity rather than as liabilities that may have been required as a result of the Staff Statement on Accounting and regulations promulgated Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was issued by the SEC and the statements contained in any such certifications are complete and correcton April 12, 2021, and Entegris is otherwise in compliance with all applicable effective provisions related guidance by the SEC or (B) the SPAC’s accounting or classification of the Sxxxxxxx-Xxxxx Act and SPAC’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may have been required as a result of related statements by the applicable listing standards and corporate governance rules SEC staff or recommendations or requirements of the NASDAQ. SPAC’s auditors (vclauses (A) Neither Entegris nor any and (B), collectively, “SEC SPAC Accounting Changes”),there is no (i) “significant deficiency” in the internal controls over financial reporting of its Subsidiaries is a party tothe SPAC, as defined by the Public Company Accounting Oversight Board (the “PCAOB”) (ii) “material weakness” in the internal controls over financial reporting of the SPAC, as defined by the PCAOB, or has any commitment to become (iii) fraud, whether or not material, that involves management or other employees of the SPAC who have a party to, any joint venture, partnership or any similar contract or arrangement (including without limitation any contract or arrangement relating to any transaction or relationship between or among Entegris and any significant role in the internal controls over financial reporting of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Entegris or any of its Subsidiaries in Entegris’ or its Subsidiaries’ published financial statementsSPAC.