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.

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.