Common use of SEC Reports Clause in Contracts

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Whether or not required by the fiscal years ended September 30rules and regulations of the SEC, 2003so long as any Securities are outstanding, September 30the Company (and the Subsidiary Guarantors, 2002 if applicable) will furnish to the Trustee and September 30, 2001 to the Holders of Securities (i) all quarterly and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or annual financial information statements filed or that would be required to be filed by it subsequent to September 30, 2000 contained in a filing with the SEC (collectively, on Forms 10-Q and 10-K if the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact Company were required to be stated therein or necessary to make file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the statements therein, in the light financial condition and results of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position operations of the Company and its Subsidiaries as on a consolidated basis and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all reports that would be required to be filed with the SEC on Form 8-K if the Company (and the Subsidiary Guarantors, if applicable) were required to file such reports, in each case within the time periods specified therein. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports, and any other information required by Section 13 or 15(d) of the Exchange Act, with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. If the Company has designated any of its dateSubsidiaries to be Unrestricted Subsidiaries that, and (D) each alone or taken together, represent 10% or more of the consolidated Consolidated Cash Flow of the Company for the most recent consecutive four-quarter period, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements or in the "Management's Discussion and Analysis of income Financial Condition and changes in shareholders’ equity Results of Operations" of the financial condition and cash flows or equivalent statements in such SEC Documents (including any related notes results of operations of the Company and schedules thereto) fairly presents, or will fairly presentits Restricted Subsidiaries. Concurrently with the delivery of the reports required to be delivered pursuant to the preceding paragraph, the consolidated results Company shall deliver to the Trustee and to each Holder annual and quarterly financial statements with appropriate footnotes of operationsthe Company and its Restricted Subsidiaries, changes all prepared and presented in shareholders’ equity and changes in cash flows, as the case may be, a manner substantially consistent with those of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the on a consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC basis required by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECpreceding paragraph.

SEC Reports. The Company’s Annual Reports Each form, report, schedule, registration statement and definitive proxy statement filed by Buyer with the SEC on Form 10-KSB for the fiscal years ended September 30, 2003, September 30and after July 26, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or prior to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and hereof (as such documents have been amended prior to the date hereof, (A) the "Buyer SEC Reports"), as of their respective dates, complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act and the Securities Exchange Act. None of the Buyer SEC Reports, as of the date on which such Buyer SEC Report was declared effective pursuant to the Securities Act or the date on which such Buyer SEC Report was filed pursuant to the Exchange Act, as the case may beapplicable, and (B) did not and will not contain contained or contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the The consolidated financial statements of the Company Buyer and its Subsidiaries, including, subsidiaries included in each case, the notes thereto, contained such reports comply as to form in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries , have been, and are being, maintained been prepared in accordance with GAAP and applicable legal and regulatory requirements. None GAAP, consistently applied (except as set forth in the notes thereto or, in the case of the Company’s Subsidiaries is unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of Buyer and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since July 26, 2002, Buyer has timely filed with the SEC all forms, reports and other documents required to file be filed prior to the date hereof, and no subsidiary of Buyer has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act or the Exchange Act.

SEC Reports. The Company’s Annual Company has previously made available to the Buyer each communication sent by the Company to its stockholders generally since January 1, 2001, and will continue to make such filings and communications available to the Buyer until the Closing. Since January 1, 2001, the Company has timely filed all SEC Reports on Form 10-KSB for required to the fiscal years ended September 30, 2003, September 30, 2002 filed by it under the Exchange Act and September 30, 2001 and all any other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent to September 30, 2000 with the SEC (collectivelyCommission. At the time of filing, mailing, or delivery thereof, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply Reports were prepared in all material respects as to form accordance with the applicable requirements under the Securities Act or of the Exchange Act, as Act and the case may beregulations promulgated hereunder, and (B) did not and none of such documents or information contained or will not contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information for such statements, if any, as of a later have been modified by subsequent filings with the Commission prior to the date shall be deemed to modify information as of an earlier date; and (C) each hereof. Each of the consolidated balance sheets contained included in or incorporated by reference into any such the SEC Document Reports (including the any related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its datethe date thereof, and (D) each of the consolidated statements of income and changes in shareholders’ equity and income, cash flows and stockholders' equity included in or equivalent statements in such incorporated by reference into the SEC Documents Reports (including any related notes and schedules thereto) schedules), fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, changes in shareholders’ stockholders' equity and changes in cash flows, as the case may be, flows of the Company and its Subsidiaries Acquired Companies as at the respective dates or for the periods set forth therein (subject, in the case of unaudited statements, to which they relatesuch exceptions as may be permitted by Form 10-Q under the Exchange Act, in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, in the case of unaudited interim statements, to normal year-end adjustments)except as may be noted therein. Each Upon written request of the consolidated financial statements Buyer, the Company will furnish to the Buyer copies of (i) all correspondence received from the Commission and (ii) any of the Company agreements and its Subsidiaries, including, in each case, the notes thereto, contained in instruments filed as exhibits to the SEC Documents complyReports. The Company has furnished to the Buyer a complete and accurate copy of any amendments or modifications, and the financial statements to be which have not yet been filed with the SEC Commission, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of Commission pursuant to the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report Securities Act or other document with the SECExchange Act.

SEC Reports. The Company’s Company has furnished Acquiror with copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Quarterly Reports on Form 10-KSB Q for the fiscal years quarters ended September March 31, 2004, June 30, 2003, September 30, 2002 2004 and September 30, 2001 2004 and all other reports (including reports on Form 10-QSB and Form 8-K), or registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 the Company with the SEC under applicable laws, rules and regulations since December 31, 2003 (collectively, all such reports and registration statements being herein collectively called the Company’s “Company SEC DocumentsFilings”), each as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under SEC. Each such Company SEC Filing when it became effective or was filed with the Securities Act or the Exchange ActSEC, as the case may be, complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (B) the “Exchange Act”), as applicable, and the rules and regulations of the SEC thereunder and each Company SEC Filing did not and will not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has filed, except that information as of in a later date shall timely manner, all forms, reports and documents required to be deemed to modify information as of an earlier date; and (C) each of made under the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries Exchange Act for the periods twelve (12) months prior to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case date of unaudited interim statements, to normal year-end adjustments)this Agreement. Each of the consolidated The financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Company SEC Documents comply, and the financial statements Filings complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto. The books , were prepared in accordance with GAAP applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and records fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. The Chief Executive Officer and the Chief Financial Officer of the Company have beensigned, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document Company has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 3.27, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Notwithstanding that the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or Company may not be required to be filed by it subsequent or remain subject to September 30the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, 2000 from and after the Issue Date, the Company shall file with the SEC (collectivelyunless such filing is not permitted under the Exchange Act or by the SEC), so long as Notes are outstanding, the Company’s “annual reports, quarterly reports and other documents which the Company would have been required to file with the SEC Documents”), as of the date filed or to be filed and as amended prior pursuant to the date hereof, (Areporting requirements of such Section 13(a) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B15(d) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of if the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (were so subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements such documents to be filed with the SEC on or prior to the respective dates by which the Company would have been required so to file such documents if the Company were so subject; provided that if the Company is a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act) the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC) the following reports by the dates indicated in satisfaction of the foregoing obligation to file reports and other documents: (i) within 120 days from the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year). The Company will also, within 15 days after the date hereof will complyon which the Company files such reports, with applicable accounting requirements transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee copies of any such information, documents and reports (without exhibits) (or, in lieu of one or more of the quarterly reports for fiscal 2003, a registration statement filed with the published SEC under the Securities Act or any amendment thereto, provided such registration statement or amendment contains the information that would have been included in each such report). The Company will be deemed to have satisfied such requirements if a Parent files and provides reports, documents and information of the types otherwise so required to be filed by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC with respect thereto(after giving effect to any exemptive relief) because of the filings by such Parent. The books and records of Company (and, to the Company and its Subsidiaries have beenextent required under the TIA, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of any other obligor upon the Company’s Subsidiaries is required to file any form, report or other document Notes) also shall comply with the SECother provisions of TIA Section 314(a).

SEC Reports. The Except for the Company’s Annual Reports Report on Form 1020-KSB F for the fiscal years year ended September 30December 31, 20032019, September 30which was filed late on July 29, 2002 2020 and September 30amended on August 6, 2001 2020, the Company has filed all reports, schedules, forms, statements and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent the Company under the Act and the Exchange Act, including pursuant to September 30Section 13(a) or 15(d) thereof, 2000 for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the SEC (collectivelyProspectus and the Prospectus Supplement, being collectively referred to herein as the Company’s “SEC DocumentsReports”), as ) on a timely basis or has received a valid extension of the date such time of filing and has filed or to be filed and as amended any such SEC Reports prior to the date hereofexpiration of any such extension. As of their respective dates, (A) the SEC Reports complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Exchange Act, as the case may beapplicable, and (B) did not and will not contain none of the SEC Reports, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that information as of a later date shall be deemed to modify information as of an earlier date; unaudited financial statements may not contain all footnotes required by GAAP, and (C) each of fairly present in all material respects the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and (D) each for the dates thereof and the results of the consolidated statements of income and changes in shareholders’ equity operations and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relatethen ended, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal normal, immaterial, year-end audit adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectivelyAs of their respective dates, the Company’s “Buyer SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, Reports (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under of the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the The audited consolidated financial statements of the Company and its Subsidiaries, unaudited interim consolidated financial statements (including, in each case, the notes notes, if any, thereto, contained ) included in the Buyer SEC Documents comply, and Reports (the financial statements "Buyer Financial Statements") complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and applicable legal and regulatory requirements. None except with respect to unaudited statements as permitted by Form 10-Q of the Company’s Subsidiaries is required SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to file normal, recurring year-end audit adjustments) the consolidated financial position of Buyer and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as disclosed in the Buyer SEC Reports filed prior to the date of this Agreement or as otherwise publicly disclosed by Buyer prior to the date of this Agreement, since September 30, 2003, there has not been any formchange, report event or other document with development having, or that could be reasonably expected to have, individually or in the SECaggregate, a Material Adverse Effect on Buyer and its subsidiaries taken as a whole.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 1998, to the fiscal years ended September 30best of its knowledge the Parent has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Parent SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and interpretive releases promulgated thereunder. None of such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if to be filed in the future will not contain contain, any untrue statement of a material fact fact, or omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Parent SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Parent SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included or to be included in the Parent SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Parent Financial Statements."

SEC Reports. The Company’s 's Annual Reports on Form 10-KSB K for the fiscal years ended September 30March 31, 20032002, September 30, 2002 and September 30March 31, 2001 and March 31, 2000 and all other reports (including reports on Form 10-QSB and Form 8-K)reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30March 31, 2000 1999 with the SEC (collectively, the Company’s “'s "SEC Documents”DOCUMENTS"), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ ' equity and changes in cash flows, as the case may - 24 - be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECinvolved.

SEC Reports. (a) The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since February 28, 1997. The Company has made available to Gaming, in the form filed with the SEC, the Company’s Annual 's (i) Quarterly Reports on Form 10-KSB for Q filed by the fiscal years ended September 30Company with the SEC since February 28, 2003, September 30, 2002 1997 and September 30, 2001 and (ii) all other reports (including reports Current Reports on Form 10-QSB and Form 8-K), K and registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 the Company with the SEC since February 28, 1997 (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed collectively and as amended prior to as required, the date hereof"SEC Reports"). As of their respective dates, (A) the SEC Reports complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, each as in effect on the case may bedates such SEC Reports were filed. As of their respective dates, and (B) did not and will not contain none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of the Company is required, except that information as of a later the date shall be deemed hereof, to modify information as of an earlier date; and (C) each file any form, report, or other document with the SEC under Section 12 of the balance sheets contained Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into any such the SEC Document Reports fairly present in all material respects, in conformity with GAAP (including as defined in Section 7.12 of this Agreement) applied on a consistent basis (except as may be indicated in the related notes and schedules thereto) fairly presents, or will fairly present), the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of its date, the dates thereof and (D) each their consolidated results of the consolidated statements of income and changes in shareholders’ equity operations and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved then ended (subject, in the case of unaudited interim statements, subject to normal year-end adjustmentsadjustments in the case of any unaudited interim financial statements). Each The Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of the consolidated financial statements of the Company and its Subsidiariesany amendments or modifications, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements which are required to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries but have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document not yet been filed with the SEC, to the SEC Reports.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Company has timely filed with or furnished to, as applicable, the fiscal years ended September 30SEC all forms, 2003reports, September 30schedules, 2002 certifications, statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be publicly filed by it subsequent with or furnished to September 30, 2000 with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 (collectively, the Company’s “Company SEC DocumentsReports”). Each of the Company SEC Reports (a) was prepared in accordance in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2022 (the “Xxxxxxxx-Xxxxx Act”), including the rules and regulations promulgated thereunder, and (b) did not, at the time they were filed with or furnished to the SEC or, if amended, supplemented or superseded, as of the date filed of the most recent amendment, supplement or to be filed and as amended prior to filing (or, in the case of any registration statement or proxy statement, on the applicable date of effectiveness or the date hereofof the relevant meeting, (A) complied respectively, and, if amended or will comply in all material respects as to form with supplemented, on the applicable requirements under the Securities Act date of such amendment or the Exchange Actsupplement), as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position . No Subsidiary of the Company and its Subsidiaries as of its date, and (D) each is subject to the periodic reporting requirements of the consolidated Exchange Act or is otherwise required file with or furnish to the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service, any forms, reports, schedules, certifications, statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, other documents. No executive officer of the Company and its Subsidiaries for the periods required to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each make a certification under Sections 302 or 906 of the consolidated financial statements Xxxxxxxx-Xxxxx Act has failed to make the certifications required of such executive officer under Sections 302 or 906 of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements Xxxxxxxx-Xxxxx Act with respect to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECReports.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Notwithstanding that the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to Company may not be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior subject to the date hereof, (Areporting requirements of Section 13 or 15(d) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or of the Exchange Act, as if not filed electronically with the case may beSEC through XXXXX (or any successor system), the Company shall provide to the Trustee and the registered Holders of the Securities, within 15 days of the time periods specified in the relevant forms: (B1) did not all quarterly and will not contain any untrue statement of a material fact or omit to state a material fact annual financial information that would be required to be stated therein or necessary contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to make file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements therein, in by the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier dateCompany’s independent registered public accounting firm; and 44 (C2) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The requirement for the Company to provide information may be satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations first paragraph of this Section 3.2 shall include a reasonably detailed presentation of the SEC with respect thereto. The books financial condition and records results of operations of the Company and its Subsidiaries have beenRestricted Subsidiaries, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None either on the face of the Companyfinancial statements or in the footnotes to the financial statements and in the “Management’s Subsidiaries is Discussion and Analysis of Results of Operations and Financial Condition” section. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to file be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.2, the Company and the Subsidiary Guarantors shall be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.2 if (i) it has filed such reports with the SEC via the XXXXX filing system (or any formsuccessor system) and such reports are publicly available or (ii) it has posted such reports on its website. Delivery of such reports, report information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). The Trustee shall have no duty to search for or obtain any electronic or other document filings that the Company makes with the SECSEC or posts on any website, regardless of whether such filings are periodic, supplemental or otherwise. SECTION 3.3.

SEC Reports. The CompanyIssuer has filed all required forms, reports, statements, schedules and correspondence and other documents with the Securities and Exchange Commission (“SEC”) for each of the Issuer’s Annual Reports on Form 10-KSB for the last three fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “Issuer SEC DocumentsReports”). The Issuer SEC Reports were filed on a timely basis, and Issuer has furnished, or will furnish within ten (10) days following the execution of this Agreement, to the Members true and complete copies of all of the Issuer SEC Reports. None of the Issuer SEC Reports, as of the date filed or to be filed and their respective dates (as amended prior to through the date hereof), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. All of the Issuer SEC Reports, except that information as of a later their respective dates (as amended through the date shall be deemed to modify information as of an earlier date; and (C) each hereof), complied in all material respects with the applicable requirements of the balance sheets Securities Act and the Exchange Act of 1934 and the applicable rules and regulations thereunder. The financial statements, including all related notes and schedules, contained in the Issuer SEC Reports (or incorporated by reference into any such SEC Document (including the related notes and schedules theretotherein) fairly presents, or will fairly present, present the consolidated financial position of Issuer as at the Company respective dates thereof and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity operations and changes in cash flows, as the case may be, flows of the Company and its Subsidiaries Issuer for the periods to which they relate, in each case indicated in accordance with GAAP consistently generally accepted accounting principles (“GAAP”) applied during on a consistent basis throughout the periods involved (subject, except for changes in accounting principles disclosed in the notes thereto) and subject in the case of unaudited interim statements, financial statements to normal year-end adjustments)adjustments and the absence of notes. Each For purposes of the consolidated financial statements of the Company and its Subsidiaries, including, in each casethis Agreement, the notes theretobalance sheet and statement of operations of Issuer as of March 31, contained in 2006, is referred to as the SEC Documents comply, “Issuer Balance Sheet and Statement of Operations" and the financial statements date thereof is referred to be filed with as the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC“Issuer Balance Sheet Date”.

SEC Reports. The Company’s Since September 1, 1995, MRI and its subsidiaries have ----------- timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the SEC, including, without limitation (1) all Annual Reports on Form 10-KSB for the fiscal years ended September 30K, 2003, September 30, 2002 and September 30, 2001 and (2) all other reports (including reports Quarterly Reports on Form 10-QSB and Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K), (5) all other reports or registration statements, definitive proxy statements or information and (6) all amendments and supplements to all such reports and registration statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “"SEC Documents”Reports"), as of the date filed or (B) The Nasdaq Stock Market ----------- and (C) any other applicable state securities authorities and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where the failure to file any such forms, reports, statements or other documents would not have an material adverse effect on MRI's or either Buyer's ability to perform the transactions contemplated hereby (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 3.4 being referred to herein, collectively, as amended the "Reports"). The Reports, including all Reports filed after ------- the date of this Agreement and prior to the date hereof, Closing Date (Ax) complied were or will comply be prepared in all material respects as to form in accordance with the requirements of applicable requirements under law (including, with respect to the SEC Reports, the Securities Act or and the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports) and (By) did not and at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records outstanding shares of the Company and its Subsidiaries have been, and MRI Common Stock are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECduly qualified for listing on The Nasdaq Stock Market.

SEC Reports. The Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Company’s Quarterly Reports on Form 10-KSB Q that have been filed for all quarters ended since December 31, 2008, if any, the definitive proxy statement for the fiscal years ended September 30Company’s 2009 annual meeting of shareholders, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports any Current Reports on Form 10-QSB and Form 8-K)K filed since December 31, registration statements2008 (as such documents have since the time of their filing been amended or supplemented) together with all reports, definitive proxy statements or documents and information statements hereafter filed or to be filed by it subsequent to September 30, 2000 with the SEC SEC, including all information incorporated therein by reference (collectively, the Company’s “SEC DocumentsReports”), as of the date filed or to be filed and as amended prior to the date hereof, ) (Ai) complied or and will comply as to form in all material respects as to form with the applicable requirements under of the Securities Act or the and Securities Exchange ActAct of 1934, as the case may beamended, and (Bii) did not contain and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the . The audited consolidated financial position of the Company statements and its Subsidiaries as of its date, and unaudited interim consolidated financial statements (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relateincluding, in each case case, the notes, if any, thereto), if any, included in the SEC Reports complied and will comply as to form in all material respects with the SEC’s rules and regulations with respect thereto), were prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end adjustments). Each audit adjustments not material and to the absence of footnotes) the consolidated financial statements position and shareholders’ equity of the Company and its Subsidiaries, including, in each case, as of the notes thereto, contained in the SEC Documents comply, respective dates thereof and the financial statements to be filed with consolidated earnings and cash flows for the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECrespective periods then ended.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for (a) Except as set forth in Section 3.7 of the fiscal years ended September 30Company Disclosure Schedule, 2003each of the Company and the Partnership has filed all required forms, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC since January 1, 2001 (collectively, the Company’s “Company SEC DocumentsReports”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply which were prepared in all material respects as to form in accordance with the applicable requirements under the Securities Act or of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates, the Company SEC Reports (a) complied as to form in all material respects with the case may be, applicable requirements of the Securities Laws and (Bb) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained included in or incorporated by reference into any such the Company SEC Document Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries the Company Subsidiaries, or the Partnership, as the case may be, as of its date, date and (D) each of the consolidated statements of income and changes in shareholders’ equity income, retained earnings and cash flows of the Company or equivalent statements the Partnership, as the case may be, included in such or incorporated by reference into the Company SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, changes in shareholders’ equity and changes in retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries the Company Subsidiaries, or the Partnership, as the case may be, for the periods to which they relateset forth therein, in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, except as may be noted therein and except, in the case of the unaudited interim statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end adjustments)audit adjustments which would not be material in amount or effect. Each of Except for the consolidated financial statements of the Partnership, no Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries Subsidiary is required to file any form, form or report or other document with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of the Company or the Partnership, as the case may be, required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to the Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 1998, to the fiscal years ended September 30best of its knowledge Chequemate has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Chequemate SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated thereunder. None of such Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Chequemate SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Chequemate SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Chequemate SEC Reports. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Chequemate SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Chequemate Financial Statements."

SEC Reports. The Company’s Annual Reports on Form 10-KSB Buyer has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") for the fiscal years ended September 30periods on or after January 1, 20032013 (such filings, September 30, 2002 and September 30, 2001 and all any other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed filings made by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior Company pursuant to the date hereofSecurities Act (as defined below) are hereinafter referred to as the "SEC Reports", (A) each of which has complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act), as the case may be, each as in effect on the dates such forms, reports and (B) did not and will not contain documents were filed. None of such SEC Reports contained when filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading. The consolidated financial statements of Buyer included in the SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained fairly and accurately present, in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly presentall material respects, the consolidated financial position of the Company Buyer and its Subsidiaries consolidated subsidiaries as of its date, the dates thereof and (D) each their consolidated results of the consolidated statements of income operations and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries financial position for the periods to which they relatethen ended, in each case in accordance with GAAP consistently applied during the periods involved (subjectexcept, in the case of unaudited interim financial statements, to for normal year-end adjustments). Each audit adjustments and the fact that certain information and notes have been condensed or omitted in accordance with the applicable rules of the consolidated financial statements of the Company and its SubsidiariesSEC. Buyer has no material liabilities whether accrued or contingent, including, in each case, the notes thereto, contained except as disclosed in the SEC Documents comply, and Reports or which have arisen in the financial statements to be filed with ordinary course of the SEC by the Company after Buyer's business since the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records latest of the Company and its Subsidiaries have beensuch reports, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None neither of the Company’s Subsidiaries is required to file any form, report or other document with the SECwhich will cause a Material Adverse Change.

SEC Reports. (a) The Company has filed all required forms, reports and documents with the SEC since January 1, 1990. The Company has provided to Parent, in the form filed with the SEC, the Company’s 's (i) Annual Reports on Form 10-KSB K for each of the last five fiscal years ended September 30years, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports ii) Quarterly Reports on Form 10-QSB and Form 8-K)Q for the quarters ended since January 1, registration statements1990, definitive (iii) all proxy statements or information statements filed relating to meetings or to be actions by consent of the Company's stockholders since January 1, 1990 and (iv) all other reports or registration statements filed by it subsequent to September 30, 2000 the Company with the SEC since January 1, 1990 (collectively, the Company’s “"SEC Documents”Reports"). The SEC Reports, as of amended through the date filed or to be filed and as amended prior to the date hereofof this Agreement, (A) complied or will comply were prepared in accordance with all material respects as to form with the applicable requirements under of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act. As of their respective dates, as none of the case may beSEC Reports, and including, without limitation, any financial statements or schedules included therein (B) did not and will not contain the "Financial Statements"), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth on Schedule 3.5(a), except that information as of a later date shall be deemed to modify information as of an earlier date; the audited consolidated financial statements and (C) each unaudited consolidated interim financial statements of the balance sheets contained Company included in or incorporated by reference into any such the SEC Document (including the related notes and schedules thereto) fairly presents, or will Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of its date, the dates thereof and (D) their consolidated results of operations and cash flows for the periods then ended. The Company has heretofore provided complete and correct copies of each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods Reports to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECParent.

SEC Reports. The Company’s Annual Reports Borrower's Common Stock is listed on Form 10-KSB for the fiscal years ended September 30NASDAQ Small Cap Market and has been duly registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, 2003as amended (the "Securities Act") or the Securities Exchange Act of 1934, September 30as amended (the "Exchange Act"). Since January 1, 2002 and September 301994, 2001 Borrower has timely filed all reports, registrations, proxy or information statements and all other reports (including reports on Form 10-QSB and Form 8-K)documents, registration statementstogether with any amendments required to be made thereto, definitive proxy statements or information statements filed or required to be filed by it subsequent to September 30, 2000 with the SEC under the Securities Act and the Exchange Act (collectively, the Company’s “"SEC Documents”Reports"). The Borrower previously has furnished to Lender true copies of all the SEC Reports, as of together with all exhibits thereto that Lender has requested. The financial statements contained in the date filed or to be filed and as amended prior to the date hereof, SEC Reports fairly presented (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Actfairly present, as the case may be) the financial position of Borrower as of the dates mentioned and the results of operations, changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. As of their respective dates, the SEC Reports complied (Bor will comply, as the case may be) in all material respects with all rules and regulations promulgated by the SEC and did not and (or will not not, as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Except as set forth in Section 3.8 of the fiscal years ended September 30Company Disclosure Schedule, 2003the Company has filed (and, September 30from the date hereof until the Closing Date, 2002 will file) all required forms and September 30, 2001 reports (and all other reports certificates required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (including reports on Form 10-QSB and Form 8-K“SOX”), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 ) with the SEC since January 1, 2003 (collectively, the Company’s “Company SEC DocumentsReports”), as all of the date filed or to be filed which were (and as amended prior to the date hereof, (Awill be) complied or will comply prepared in all material respects as to form in accordance with the applicable requirements under the Securities Act or of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates, the Company SEC Reports (a) complied as to form in all material respects with the case may be, applicable requirements of the Securities Laws and (Bb) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained included in or incorporated by reference into any such the Company SEC Document Reports (including the related notes and schedules theretoschedules) complied as to form, as of their report filing dates, in all material respects with the Securities Laws and fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of its date, date and (D) each of the consolidated statements of income and changes in shareholders’ equity income, retained earnings and cash flows of the Company included in or equivalent statements in such incorporated by reference into the Company SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, changes in shareholders’ equity and changes in retained earnings or cash flows, as the case may be, of the Company and its the Company Subsidiaries for the periods to which they relateset forth therein, in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, except as may be noted therein and except, in the case of the unaudited interim statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end adjustments)audit adjustments which would not be material in amount or effect. Each To the knowledge of the consolidated financial statements of the Company Company, there are no outstanding and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of unresolved comments from the SEC with respect thereto. The books and records to any of the Company SEC reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries have beenconsolidated subsidiaries, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of is made known to the Company’s Subsidiaries is required Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to file perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board have been advised of: (i) any formsignificant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and (ii) any fraud, whether or not material, that involves management or other document employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with the SECregard to significant deficiencies and material weaknesses.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Bidder has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 documents with the SEC since January 1, 1998 (collectively, the Company’s “"Bidder's SEC Documents”Reports"). Bidder's SEC Reports complied, as of the date filed or to be filed and as amended prior to the date hereoftheir respective dates, (A) complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or and the Exchange Act. As of their respective dates, as the case may benone of Bidder's SEC Reports, and (B) did not and will not contain including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There have been filed as exhibits to, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any in, Bidder's Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the SEC on March 17, 1999, Bidder's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as filed with the SEC on August 13, 1999 and Bidder's Current Reports on Form 8- K as filed with the SEC on March 9, 1999, March 16, 1999, April 12, 1999, June 9, 1999, July 13, 1999, July 22, 1999, July 23, 1999 and October 12, 1999, all contracts which, as of the date hereof, are material as described in Item 601(b)(10) of Regulation S-K. Bidder has heretofore delivered to Xxxxxxxx, in the form filed with the SEC, all of Bidder's SEC Reports. The audited consolidated financial statements and the unaudited interim financial statements of Bidder, including in each case the notes thereto, included in the Bidder's SEC Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as may be indicated therein or in the notes thereto) ("GAAP"), and such SEC Document (balance sheets, including the related notes and schedules thereto) notes, fairly presents, or will fairly present, present the consolidated financial position position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Company Bidder and its Subsidiaries as of its date, subsidiaries at the dates indicated and (D) each of the such consolidated statements of income and income, changes in shareholders’ stockholders' equity and statements of cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) flow fairly presents, or will fairly present, present the consolidated results of operations, changes in shareholders’ stockholders' equity and changes in cash flows, as the case may be, flow of the Company and its Subsidiaries Bidder for the periods to which they relateindicated, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments). Each of the consolidated The unaudited financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Bidder's SEC Documents complyReports contain all adjustments, which are solely of a normal recurring nature, necessary to present fairly the results of operations and changes in stockholders' equity and financial position for the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECperiods then ended.

SEC Reports. The Company’s Company has previously made available to the Purchaser true and complete copies of its (i) Annual Reports Report on Form 10-KSB K for its fiscal year ended December 31, 2004, (ii) Proxy Statement for the fiscal years ended September 302005 Annual Meeting of Stockholders filed on Xxxxx 00, 20030000, September 30, 2002 and September 30, 2001 and all other reports (including reports xxx) Current Reports on Form 10-QSB and Form 8-K)K filed on January 5, 2005, January 19, 2005, January 28, 2005, February 1, 2005, February 17, 2005, March 8, 2005, March 21, 2005 and April 1, 2005 and (iv) any other reports or registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 the Company with the SEC Commission since January 1, 2005, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the Company’s “SEC DocumentsReports”). As of their respective dates, the SEC Reports complied as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply form in all material respects as to form with the applicable requirements under of the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be”), and (B) the rules and regulations of the Commission thereunder applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall updated, corrected or superseded by subsequently filed SEC Reports. Except as may be deemed to modify information as of an earlier date; and (C) each of indicated therein or in the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the audited consolidated financial position of the Company statements and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the SEC Documents comply, and the financial statements Reports comply as to be filed with the SEC by the Company after the date hereof will comply, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company for the period indicated. The books and records Since December 31, 2004, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries have beenSubsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None unaudited interim financial statements of the Company’s Subsidiaries is required Company included in the SEC reports, except as set forth in the Disclosure Schedule or changes in the ordinary course of business that have not had and would not reasonably be expected to file any formhave, report individually or other document with in the SECaggregate, a Material Adverse Effect.

SEC Reports. The Company’s Ocal has delivered or made available to T&B each registration statement, report, proxy statement or information statement prepared by it since December 31, 1997 (the "AUDIT DATE"), including (i) Ocal's Annual Report on Form 10-K for the year ended December 31, 1997 and (ii) Ocal's Quarterly Reports on Form 10-KSB Q for the fiscal years periods ended September March 31, 1998, and June 30, 20031998, September 30, 2002 and September 30, 2001 and all other reports each in the form (including reports on Form 10-QSB exhibits, annexes and Form 8-K), registration statements, definitive proxy statements or information statements any amendments thereto) filed or to be filed by it subsequent to September 30, 2000 with the SEC Securities and Exchange Commission (the "SEC") (collectively, the Company’s “SEC Documents”), as of the date including any such reports filed or to be filed and as amended prior subsequent to the date hereof, (A) complied or will comply in all material respects as to form the "OCAL REPORTS"). As of their respective dates, the Ocal Reports did not, and any Ocal Reports filed with the applicable requirements under SEC subsequent to the Securities Act or the Exchange Actdate hereof will not, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained included in or incorporated by reference into any such SEC Document the Ocal Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, the consolidated financial position of the Company Ocal and its Subsidiaries as of its date, date and (D) each of the consolidated statements of income and changes in income, shareholders’ ' equity and cash flows included in or equivalent statements in such SEC Documents incorporated by reference into the Ocal Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company Ocal and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved set forth therein (subject, in the case of unaudited interim statements, to notes and normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, ) in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained case in accordance with GAAP and applicable legal and regulatory requirements. None of Generally Accepted Accounting Principles consistently applied during the Company’s Subsidiaries is required to file any formperiods involved, report or other document with the SECexcept as may be noted therein.

SEC Reports. The Company’s Annual Reports Tenere has delivered to FPIC a complete copy of each (i) registration statement, prospectus, report (including but not limited to reports on Form Forms 10-KSB for the fiscal years ended September 30K, 2003, September 30, 2002 8-K and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-KQ), registration statements, schedule and definitive proxy statements or information statements statement filed or to be filed since March 1995 by it subsequent to September 30, 2000 Tenere with the SEC pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the Company’s “SEC Documents”"Securities Act"), as or the Exchange Act (collectively, the "Tenere Reports") and (b) communication mailed by Tenere to its shareholders since March 1995 ("Shareholder Communication"). Tenere will promptly deliver to FPIC a complete copy of the date each registration statement, prospectus, report, schedule and definitive proxy statement filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form by Tenere with the applicable requirements under SEC pursuant to the Securities Act or the Exchange ActAct prior to the Closing and each communication mailed by Tenere to its shareholders prior to the Closing (collectively, as the case may be"Additional Documents"). No such Tenere Report, and Shareholder Communication or Additional Document contained (Bor will contain) did not and will not contain any untrue statement of a material fact or omit omitted (or will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were (or are) made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; . Tenere has timely filed all Tenere Reports and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements other documents required to be filed by it under the Securities Act or the Exchange Act and through the Closing Date will timely file all Additional Documents required to be filed by it under the Securities Act or the Exchange Act. As of their respective dates, all Tenere Reports complied (and all Additional Documents will comply) in all material respects with the SEC by the Company after the date hereof will complyrules, with applicable accounting regulations and requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and Company has filed all other reports (including reports on Form 10-QSB and Form 8-K)reports, registration statements, definitive proxy statements or information statements filed or and other document and all amendments thereto and supplements thereof (the "SEC Reports") required to be filed by it subsequent to September with the Securities and Exchange Commission (the "Commission") since April 30, 2000 with the SEC (collectively1995, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder. As of the respective dates of filing in final or definitive form (or, as if amended or superseded by a subsequent filing, then on the case may bedate of such subsequent filing), and (B) did not and will not contain none of the Company's SEC Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the . The balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules theretonotes) in the Company's SEC Reports fairly presents, or will fairly present, present the consolidated financial position of the Company and its Subsidiaries as of its datethe respective dates thereof, and the other related financial statements (Dincluding the related notes) each included therein fairly presented the results of the consolidated statements of income operations and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, financial position of the Company and its Subsidiaries for the periods to which they relateindicated, except, in each the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. The financial statements (including the related notes) included in the Company's SEC Reports have been prepared in accordance with GAAP consistently applied during the periods involved (subjectGAAP, except as otherwise noted therein or, in the case of unaudited interim financial statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC as permitted by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECCommission.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 2000, to the fiscal years ended September 30best of its knowledge Buyer has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Buyer SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Buyer SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Buyer SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal yearyearend audit adjustments) in each case in accordance with generally-end adjustments)accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Buyer SEC Reports. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Buyer SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Buyer Financial Statements."

SEC Reports. (a) The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC since December 31, 2000 (collectively, the Company’s “"Company SEC Documents”Reports"), as all of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply which were prepared in all material respects as to form in accordance with the applicable requirements under the Securities Act or of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the case may be, applicable requirements of the Securities Laws and (Bii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained of the Company included in or incorporated by reference into any such the Company SEC Document Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of its date, date and (D) each of the consolidated statements of income and changes in shareholders’ equity income, retained earnings and cash flows of the Company included in or equivalent statements in such incorporated by reference into the Company SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, changes in shareholders’ equity and changes in retained earnings or cash flows, as the case may be, of the Company and its the Company Subsidiaries for the periods to which they relateset forth therein, in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, except as may be noted therein and except, in the case of the unaudited interim statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end adjustments)audit adjustments which would not be material in amount or effect. Each of the consolidated financial statements of the No Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries Subsidiary is required to file any form, form or report or other document with the SECSEC or any state securities authority. The certificates of the Chief Executive Officer and Chief Financial Officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act or 18 U.S.C. ss.1350 (Section 906 of SOX) with respect to the Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. The Company’s (a) Each of Parent and the Company has filed all registration statements, proxy statements, annual and quarterly reports and other documents required to be filed by it under the Securities Act or Exchange Act since December 31, 1992. Each of the Parent and the Company has delivered to the Purchaser and RTZA its Annual Reports on Form 10-KSB K for the fiscal years year ended September 30December 31, 20031994, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements, consent solicitation statements and reports under the Securities Act or information statements filed or to be Exchange Act filed by it subsequent to September 30the Company after such date, 2000 each as filed with the SEC (collectively, the Company’s “"SEC Documents”Reports"), . Each SEC Report complied as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply form in all material respects as to form with the applicable requirements under of its respective report form and on the Securities Act date of filing did not, and any registration statement, report, proxy statement or information statement filed by Parent or the Exchange ActCompany with the SEC prior to the Distribution Date will not, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as otherwise disclosed in the SEC Reports (i) there are no material agreements, except that information as obligations or commitments among any of a later date shall be deemed Parent, the Company or any of their respective subsidiaries, Affiliates or stockholders, (ii) Parent, Company and their respective subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws and regulations relating to modify information as of an earlier date; and (C) each protection of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes environment and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its datehuman health, and (D) each of the consolidated statements of income are in compliance with all other applicable federal, state, local and changes in shareholders’ equity foreign laws and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiariesregulations, including, without limitation, those relating to equal employment opportunity, employee safety and health and welfare, except, in each either case, where the notes theretofailure to comply, contained individually or in the SEC Documents complyaggregate, has not had or would not reasonably be expected to have or result in a Company Material Adverse Effect or a Parent Material Adverse Effect and (iii) there are no claims, notices, civil, criminal or administrative actions, suits, hearings, investigations, inquiries or proceedings pending or, to the best knowledge of Parent or the Company, threatened, against Parent, the Company or any of their respective subsidiaries that are based on or related to any material environmental matters, including any disposal of hazardous substances at any place, or the failure to have any required environmental permits, and there are no past or present conditions that Parent or the financial statements Company has reason to believe are likely to give rise to any material liability or other material obligations of Parent, the Company or any of their respective subsidiaries under any environmental laws. (c) With respect solely to information describing Parent and the Company, at the time the Schedule 14D-1 (and any amendment thereto) is filed, if ever, the Schedule 14D-1 (or any amendment thereto) shall not contain any untrue statement of a material fact or omit to state a material fact required to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.stated therein or

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Notwithstanding that the fiscal years ended September 30Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, 2003to the extent permitted by the Exchange Act and the SEC, September 30the Company will file or furnish with the SEC, 2002 and September 30make available to the Trustee and the Holders of the Notes, 2001 the annual reports and all the information, documents and other reports (including reports on Form 10-QSB or copies of such portions of any of the foregoing as the SEC may by rules and Form 8-K)regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, registration statements, definitive proxy statements or documents and information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectivelypursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s “SEC Documents”)consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with last day of the applicable requirements under the Securities Act fiscal quarter or the Exchange Actfiscal year, as the case may be, and constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (Bor any applicable successor forms) did not and will not contain any untrue statement of a material fact for such fiscal quarter or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flowsfiscal year, as the case may be, required by the preceding paragraph shall include a reasonably detailed presentation or, in the case of clause (b) below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries for and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the periods caption “Risk Factors—Risks Relating to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, Investment in the case of unaudited interim statements, to normal year-end adjustments). Each of the Notes–Our consolidated financial statements include the results of certain physician groups that are not owned by the Company and will not guarantee the notes” in the Company’s prospectus supplement dated June [ ], 2014 relating to the original issuance of the Notes on the Issue Date will be deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the then current fiscal year covered by such Form 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Company’s financial statements (it being understood that the Company’s direct or indirect equity interest in and share of the revenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and any management fees or other amounts payable to the Company or any of its SubsidiariesRestricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, including, may be reflected in each case, such consolidated financial information; and it being further understood that all such adjustments may appear in the notes thereto, contained in the SEC Documents comply, and to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed substantially concurrently with the applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC by via the Company after XXXXX (or successor or similar) filing system and such reports are publicly available. Delivery of such reports, information and documents to the date hereof will complyTrustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of including the Company’s Subsidiaries compliance with any of its covenants hereunder (as to which the Trustee is required entitled to file any form, report or other document with the SECrely exclusively on Officers’ Certificates).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 1993, to the fiscal years ended September 30best of its knowledge the Parent has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Parent SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and interpretive releases promulgated thereunder. None of such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if to be filed in the future will not contain contain, any untrue statement of a material fact fact, or omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Parent SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Parent SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included or to be included in the Parent SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Parent Financial Statements."

SEC Reports. The Company’s Annual Xxxxxxxx has filed all SEC Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or required to be filed by it subsequent to September 30, 2000 with the SEC Securities and Exchange Commission (collectivelythe "Commission") since December 31, the Company’s “SEC Documents”)1993, as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange ActAct and the rules and regulations promulgated thereunder. As of their respective dates of filing in final or definitive form (or, as if amended or superseded by a subsequent filing, then on the case may bedate of such subsequent filing), and (B) did not and will not contain none of the SEC Reports of Xxxxxxxx, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document . The financial statements (including the related notes and schedules theretonotes) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the SEC Documents comply, and the financial statements Reports of Xxxxxxxx complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC Commission with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained were prepared in accordance with GAAP and applicable legal and regulatory requirements. None generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein or, in the case of the Company’s unaudited financial statements, as permitted by the applicable rules and regulations of the Commission and fairly presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of Xxxxxxxx and its consolidated Subsidiaries is as of their respective dates and the consolidated results of operations and the consolidated cash flows of Xxxxxxxx and its consolidated Subsidiaries for the periods presented therein. Except as and to the extent set forth or disclosed in the SEC Reports or as set forth on SCHEDULE 3.06, (i) at March 31, 1997, neither Xxxxxxxx nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to file be reflected on a balance sheet of Xxxxxxxx or the notes thereto, and (ii) since March 31, 1997, Xxxxxxxx has not incurred any formliabilities (absolute, report accrued or other document with contingent) which are required by GAAP, to be reflected on a balance sheet of Xxxxxxxx and which individually or in the SECaggregate, would have a Xxxxxxxx Material Adverse Effect, except liabilities incurred in the ordinary course of business.

SEC Reports. The Company’s Acquiror has furnished the Company with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-KSB Q for the fiscal years quarters ended September 30December 28, 2003, September 30March 28, 2002 2004 and September 30June 27, 2001 2004 and all other reports or registration statements filed by Acquiror with the SEC under applicable Laws since September 30, 2003 (including all such reports on and registration statements being herein collectively called the “Acquiror SEC Filings”), each as filed with the SEC. Except the fact that Part III, Item 12 of the Form 10-QSB K was incomplete and Form 8-K), registration statements, definitive proxy statements or information statements filed or needed to be amended, each such Acquiror SEC Filing when it became effective or was filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange ActSEC, as the case may be, complied in all material respects with the requirements of the Securities Act and (B) the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each Acquiror SEC Filing did not and will not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall . Acquiror has made all filings required to be deemed to modify information as of an earlier date; and (C) each of made under the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries Exchange Act for the periods twelve (12) months prior to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case date of unaudited interim statements, to normal year-end adjustments)this Agreement. Each of the consolidated The financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained Acquiror included in the Acquiror SEC Documents comply, and the financial statements Filings complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained were prepared in accordance with GAAP and applicable legal and regulatory requirements. None applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the Company’s Subsidiaries is required unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to file any formnormal, report or other document recurring adjustments, none of which will be material) the consolidated financial position of Acquiror and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for the periods presented therein. The Chief Executive Officer and the Chief Financial Officer of Acquiror have signed, and Acquiror has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Acquiror nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30(a) Buyer has filed all required forms, 2003reports, September 30schedules, 2002 statements and September 30, 2001 and all other reports documents (including reports on Form 10-QSB exhibits and Form 8-K), registration statements, definitive proxy statements or other information statements filed or to be filed by it subsequent to September 30, 2000 incorporated therein) with the SEC since December 31, 2001 (collectively, the Company’s “"Buyer SEC Documents”Reports"). As of their respective dates, or, if amended, as of the date filed or to be filed and as amended prior to of the date hereoflast such amendment, each Buyer SEC Report, (Aa) complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or the Exchange Act, as the Securities Exchange Act of 1934, and the rules and regulations thereunder applicable to such Buyer SEC Reports and (b) did not, and in the case may beof such forms, reports, schedules, statements and (B) did not and other documents filed after the date hereof will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the balance sheets contained consolidated financial statements included in or incorporated by reference into any such the Buyer SEC Document Reports (including the related notes and schedules theretoschedules) were, and in the case of such consolidated financial statements filed after the date hereof will be, prepared in accordance with the published rules and regulations of the SEC, and fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company Buyer and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ operations, stockholders' equity and cash flows included in or equivalent statements in such incorporated by reference into the Buyer SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presentspresents in all material respects the financial position, or will fairly present, the consolidated results of operations, changes in shareholders’ equity operations and changes in cash flows, as the case may be, of the Company Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to which they relatenormal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to except as may be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECnoted therein.

SEC Reports. The Company’s Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Reports Report on Form 10-KSB for the fiscal years year ended September December 31, 2004, (ii) its Form 10-QSB for the fiscal quarters ended March 31, 2005, June 30, 2003, September 30, 2002 2005 and September 30, 2001 2005 and all other reports (including reports on Form 10-QSB and iii) its Form 8-K), registration statements, definitive proxy statements or information statements filed or K filings which it has made during the fiscal year 2005 to be filed by it subsequent to September 30, 2000 with the SEC date (collectively, the Company’s “SEC DocumentsReports”). The Company is eligible to file a registration statement on Form S-3 with the SEC for the purpose of registering the resale of its securities. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of the date filed or to be filed and as amended prior to the date hereoftheir respective filing dates, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated . The financial position statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and its Subsidiaries as of its date, the published rules and (D) each regulations of the consolidated SEC or other applicable rules and regulations with respect thereto. Such financial statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case have been prepared in accordance with GAAP consistently generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (subject, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial statements position of the Company and its Subsidiaries, includingsubsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in each casethe case of unaudited statements, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECnormal year-end audit adjustments).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Notwithstanding that the fiscal years ended September 30Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, 2003to the extent permitted by the Exchange Act and the SEC, September 30the Company will file or furnish with the SEC, 2002 and September 30make available to the Trustee and the Holders of the Notes, 2001 the annual reports and all the information, documents and other reports (including reports on Form 10-QSB or copies of such portions of any of the foregoing as the SEC may by rules and Form 8-K)regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, registration statements, definitive proxy statements or documents and information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectivelypursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s “SEC Documents”)consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with last day of the applicable requirements under the Securities Act fiscal quarter or the Exchange Actfiscal year, as the case may be, and constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (Bor any applicable successor forms) did not and will not contain any untrue statement of a material fact for such fiscal quarter or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flowsfiscal year, as the case may be, required by the preceding paragraph shall include a reasonably detailed presentation or, in the case of clause (b) below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries for and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the periods caption “Risk Factors—Risks Relating to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, Investment in the case of unaudited interim statements, to normal year-end adjustments). Each of the Notes–Our consolidated financial statements include the results of certain physician groups that are not owned by the Company and will not guarantee the notes” in the Company’s prospectus supplement dated June 10, 2014 relating to the original issuance of the Notes on the Issue Date will be deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the then current fiscal year covered by such Form 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Company’s financial statements (it being understood that the Company’s direct or indirect equity interest in and share of the revenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and any management fees or other amounts payable to the Company or any of its SubsidiariesRestricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, including, may be reflected in each case, such consolidated financial information; and it being further understood that all such adjustments may appear in the notes thereto, contained in the SEC Documents comply, and to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed substantially concurrently with the applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC by via the Company after XXXXX (or successor or similar) filing system and such reports are publicly available. Delivery of such reports, information and documents to the date hereof will complyTrustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of including the Company’s Subsidiaries compliance with any of its covenants hereunder (as to which the Trustee is required entitled to file any form, report or other document with the SECrely exclusively on Officers’ Certificates).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Common Stock of the fiscal years ended September 30Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and, 2003since January 1, September 302002, 2002 and September 30, 2001 and the Company has timely filed all other reports (including reports on Form 10-QSB and Form 8-K), registration proxy statements, definitive proxy reports, schedules, forms, statements or information statements filed or and other documents required to be filed by it subsequent to September 30under the Exchange Act, 2000 except for its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 and (iii) its Proxy Statement filed with the SEC on April 17, 2003 (collectively, the Company’s “SEC DocumentsReports”). The Company is eligible to file a registration statement on Form S-3 with the SEC. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of the date filed or to be filed and as amended prior to the date hereoftheir respective filing dates, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated . The financial position statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and its Subsidiaries as of its date, the published rules and (D) each regulations of the consolidated SEC or other applicable rules and regulations with respect thereto. Such financial statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (subject, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial statements position of the Company and its Subsidiaries, includingsubsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in each casethe case of unaudited statements, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECnormal year-end audit adjustments).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has filed all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent the Company under the Securities Act and the Exchange Act, including pursuant to September 30Section 13(a) or 15(d) thereof, 2000 with for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) Reports complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Exchange Act, as the case may beapplicable, and (B) did not and will not contain none of the SEC Reports, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained consolidated Subsidiaries included in the SEC Documents complyReports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial statements position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports or to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of Commission as exhibits to the SEC with respect thereto. The books and records of the Company and its Subsidiaries Reports, that have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report not been so described or other document with the SECfiled.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since December 31, 2000, (i) the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and Partnership has timely made all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or filings required to be made by the Securities Act and the Securities Exchange Act, (ii) all filings by the Partnership with the SEC, at the time filed (in the case of documents filed pursuant to the Securities Exchange Act) or when declared effective by it subsequent to September 30, 2000 with the SEC (collectively, in the Company’s “SEC Documents”), as case of registration statements filed under the date filed or to be filed and as amended prior to the date hereof, (ASecurities Act) complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Securities Exchange ActAct and the rules and regulations of the SEC thereunder, as (iii) no such filing, at the case may betime described above, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (Civ) each of the balance sheets all financial statements contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presentstherein, or will fairly present, the consolidated financial position of the Company and its Subsidiaries complied as of its date, and (D) each of the consolidated statements of income and changes to form when filed in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed all material respects with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for pro forma financial statements and applicable legal as may be indicated therein in the notes thereto and regulatory requirements. None subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments), and fairly present in all material respects the financial condition and results of operations of the Company’s Partnership and the Partnership Subsidiaries is at and as of the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since December 31, 2002, (i) there has not occurred any event that (singularly or together with other such events) had or could reasonably be expected to have a Material Adverse Effect or (ii) except for liabilities and obligations as described in the SEC Reports or as incurred in the Ordinary Course of Business, none of the Partnership or any of the Partnership Subsidiaries have incurred any liabilities or obligations (whether direct, indirect, accrued or contingent), individually, or in the aggregate, that would be required to file any form, report be reflected or other document reserved against on a balance sheet prepared in accordance with GAAP for such balance sheet not to be materially misleading (without giving effect to the SECmateriality standards in GAAP).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has filed all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent under the Exchange Act, including without limitation pursuant to September 30Section 13(a) or 15(d) thereof, 2000 with since the SEC (collectively, filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “SEC Documents2021 Form 10-K”), as of ) through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or to be filed and as amended superseded by a filing prior to the date hereof, on the date of such filing), the 2021 Form 10-K, and all other reports of the Company filed with the SEC pursuant to the Exchange Act from the filing date of the 2021 Form 10-K through the date of this Agreement (Aincluding the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, as if amended or superseded by a filing prior to the case may bedate hereof, and (B) on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not and will not contain any untrue statement of a material fact or omit to state a 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, except that information as . As of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly presenttheir respective dates, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the SEC Documents comply, and the financial statements Reports complied as to be filed with the SEC by the Company after the date hereof will comply, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and records fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None consolidated subsidiaries as of the Company’s Subsidiaries is dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). There are no financial statements (historical or pro forma) that are required to file any form, report or other document with be included in the SECSEC Reports that are not so included as required.

SEC Reports. The Company’s Annual Reports Except for the matters referred to in Buyer's ----------- Form 10-Q for the quarter ended January 2, 2000, the annual report on Form 10-KSB K of Buyer for the fiscal years year ended September 30March 31, 20031999, September 30as filed under the Securities Exchange Act of 1934, 2002 and September 30as amended ("Exchange Act"), 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or required to be filed by it Buyer subsequent to September 30, 2000 with the SEC such report (collectively, the Company’s “"Buyer SEC Documents”Documents@), have been duly and timely ------------------- filed by Buyer and as of the date filed their respective dates (or to be filed and as if amended prior to the date hereofof this Agreement, (Athen on the date of such last amendment) complied or will comply in all material respects as to form with the applicable all requirements under the Securities Exchange Act or and the Exchange Act, as the case may be, rules and (B) did not regulations promulgated thereunder and will not contain any contained no untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, misleading and the financial statements to be filed with of Buyer included in the Buyer SEC by the Company after the date hereof will comply, Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries , have been, and are being, maintained been prepared in accordance with GAAP and applicable legal and regulatory requirements. None (except, in the case of interim financial statements, as permitted by Forms 10-Q or 8-K of the Company’s Subsidiaries SEC) consistently applied during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in all material respects, the financial position of Buyer as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of interim financial statements, to normal year-end adjustments, other adjustments discussed therein (if any) and lack of footnote disclosures). Buyer believes it is required currently eligible under the Securities Act to file any form, report or other document with the SECuse a Registration Statement on Form S-3 to register resales of its common stock.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for (a) Each of the fiscal years ended September 30Company and the Partnership has filed all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent to September 30, 2000 with the SEC since January 1, 2002 through the date hereof (collectively, the Company’s “Company SEC DocumentsReports”), as all of which, at the date filed or to be filed and as amended prior to the date hereoftime of filing thereof, (A) complied or will comply in all material respects as to form with the all applicable requirements under the Securities Act or of the Exchange Act, as the case may beSecurities Act and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company SEC Reports. None of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed by the Company or the Partnership after the date hereof and (B) did not and will not contain prior to the Effective Time contain, any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the balance sheets contained in consolidated financial statements of the Company included or incorporated by reference into any such in the Company SEC Document Reports or of the Partnership included or incorporated by reference in the Company SEC Reports complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, or will be if filed after the date hereof, prepared in accordance with GAAP (including except, in the related case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes and schedules thereto) and fairly presentspresented, or will fairly presentpresent if filed after the date hereof, in all material respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each or of the consolidated statements of income Partnership and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flowsits Subsidiaries, as the case may be, in each case taken as a whole, as of the Company dates thereof and its Subsidiaries the consolidated results of operations, shareholders’ and partners’ equity and cash flows for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved then ended (subjectexcept, in the case of unaudited interim statements, to normal yearas permitted by Form 10-end adjustmentsQ under the Exchange Act). Each The Company has established and maintains disclosure controls and procedures and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the consolidated Exchange Act. The Company has designed and maintains a system of “internal controls over financial statements reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECPartnership.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Buyer has filed with or furnished to the fiscal years ended September 30SEC all reports, 2003schedules, September 30forms, 2002 and September 30statements, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K)prospectuses, registration statements, definitive proxy statements or information statements filed or and other documents required to be filed or furnished by it subsequent to September 30the Buyer since January 1, 2000 2010 (together with the any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC (Report”, and collectively, the Company’s “Buyer SEC DocumentsReports”), as all of which were prepared in all material respects in accordance with the applicable requirements of the date filed or to be filed Exchange Act, the Securities Act and as the rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates (or, if amended prior to the date hereofof this Agreement, as of the respective dates of such amendments), the Buyer SEC Reports (Ai) complied or complied, and each Buyer SEC Report filed subsequent to the date hereof will comply comply, as to form in all material respects as to form with the applicable requirements under of the Securities Act or the Exchange Act, as the case may beLaws and (ii) did not, and (B) did not and each Buyer SEC Report filed subsequent to the date hereof will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained included in or incorporated by reference into any such the Buyer SEC Document Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company Buyer and its the Buyer Subsidiaries as of its date, date and (D) each of the consolidated statements of income and changes in shareholders’ equity income, retained earnings and cash flows of the Buyer included in or equivalent statements in such incorporated by reference into the Buyer SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, changes in shareholders’ equity and changes in retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries Buyer for the periods to which they relateset forth therein, in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, except as may be noted therein and except, in the case of the unaudited interim statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, audit adjustments which would not be material in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report amount or other document with the SECeffect.

SEC Reports. The Company’s SCHWAB has previously made available to UST accurate and complete copies of the SCHWAB Annual Reports on Form 10-KSB K for the fiscal years ended September 30December 31, 20031997 and December 31, September 30, 2002 1998 (the "SCHWAB Form 10-K's") filed with the SEC under the Exchange Act and September 30, 2001 and all other reports (including reports the SCHWAB Quarterly Report on Form 10-QSB and Q for the quarter ended September 30, 1999 ("SCHWAB Form 810-KQ"), registration statementsfiled with the SEC under the Exchange Act (collectively, definitive proxy statements or information statements the "SCHWAB Reports"). Since January 1, 1997, SCHWAB and each SCHWAB Subsidiary has timely filed or all reports and other documents required to be filed by it subsequent to September 30them under the Securities Act and the Exchange Act, 2000 with the SEC (collectively, the Company’s “SEC Documents”)and, as of the date filed or to be filed and as amended prior to the date hereoftheir respective dates, (A) all such reports complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, published rules and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light regulations of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the SEC with respect thereto. The consolidated balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company SCHWAB and its Subsidiaries as of its dateDecember 31, 1997 and December 31, 1998, inclusive, as reported in the Form 10-K's, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to SCHWAB, and (D) each the unaudited consolidated balance sheet of SCHWAB and its Subsidiaries as of September 30, 1999, and the related unaudited consolidated statements of income and income, changes in shareholders’ stockholders' equity and cash flows or equivalent for the nine months ended September 30, 1999, as reported in the SCHWAB Form 10- Q do, and any financial statements in such filed by SCHWAB with the SEC Documents under the Exchange Act after the date of this Agreement (including any the related notes and schedules theretonotes, where applicable) will, fairly presentspresent in all material respects (including the related notes, or will fairly present, where applicable) the consolidated financial position and results of operations, changes in shareholders’ equity operations and changes in stockholders' equity and cash flows, as the case may be, flows of the Company SCHWAB and its Subsidiaries for the respective fiscal periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each or as of the consolidated financial respective dates therein set forth; each of such statements of (including the Company and its Subsidiariesrelated notes, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof where applicable) comply or will comply, comply with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been and will be prepared in accordance with GAAP consistently applied during the periods involved, except in the case of unaudited financial statements for the absence of certain footnotes and schedules. The books and records of the Company SCHWAB and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirementsaccounting requirements in all material respects. None As of the Company’s Subsidiaries is date of filing or mailing, as the case may be, no SCHWAB Report contained any untrue statement of a material fact or omitted to state any material fact required to file any formbe stated therein or necessary in order to make the statements therein, report in light of the circumstances in which they were made, not misleading (except to the extent corrected in a subsequent filed registration statement, prospectus, report, schedule, proxy statement or other document with the SECcommunication).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended Since September 30, 2003, September 301, 2002 to the best of its knowledge Buyer has filed all required forms, reports and September 30, 2001 documents ("Buyer SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations hereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated hereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Buyer SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Buyer SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal yearyearend audit adjustments) in each case in accordance with generally-end adjustments)accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Buyer SEC Reports. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Buyer SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Buyer Financial Statements."

SEC Reports. The Company’s Prior to the execution of this Agreement, Bancorp has delivered or made available to Buyer complete and accurate copies of the following (collectively and together with the deliveries required under Section 7.2(a) below, the "Bancorp SEC Reports"): (a) Bancorp's Annual Reports on Form 10-KSB K for the fiscal years ended September December 31, 1998, 1999 and 2000 as filed with the SEC; (b) all Bancorp proxy statements and annual reports to stockholders used in connection with meetings of Bancorp's stockholders held since January 1, 1996; (c) Bancorp's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2003, September 30, 2002 2000 and September 30, 2001 2000 as filed with the SEC; and all other reports (including reports d) Bancorp's Current Reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements K as filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectivelysince January 1, 1997. Except as set forth in Schedule 4.7 to the Company’s “Bancorp Disclosure Schedule, each Bancorp SEC Documents”), as of the date filed or to be Report was timely filed and as of their respective dates or as subsequently amended prior to the date hereof, each of the Bancorp SEC Reports (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein, in the light of the circumstances under which they were it was made, not misleading, except that information (ii) complies as of a later date shall be deemed to modify information as of an earlier date; form in all material respects with the applicable accounting requirements and (C) each the rules and regulations of the balance sheets contained SEC and, (iii) with respect to financial statements included in or incorporated by reference into any Bancorp SEC Report, such SEC Document (including the related notes and schedules thereto) included financial statements fairly presents, or will fairly present, present in all material respects the consolidated financial position condition of Bancorp and the Company and its Bancorp Subsidiaries as of its date, the dates thereof and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, consolidated statement of changes in shareholders’ stockholders' equity and changes in consolidated cash flows, as the case may be, of the Company and its Subsidiaries flows for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved then ended (subject, in the case of the unaudited interim statements, to recurring year end adjustments normal year-end adjustments). Each of the consolidated financial statements of the Company in nature and its Subsidiaries, including, in each caseamount, the notes thereto, contained in the SEC Documents comply, absence of certain footnotes and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECappropriate adjustments.

SEC Reports. The Company’s Annual Reports 's Common Stock is listed on Form 10the ----------- Over-KSB for the-Counter Bulletin Board and has been duly registered with the fiscal years ended September 30Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, 2003as amended (the "Exchange Act"). Since January 13, September 301997, 2002 and September 30the Company has timely filed all reports, 2001 registrations, proxy or information statements and all other reports (including reports on Form 10-QSB and Form 8-K)documents, registration statementstogether with any amendments required to be made thereto, definitive proxy statements or information statements filed or required to be filed by it subsequent to September 30, 2000 with the SEC under the Securities Act of 1933 as amended (the "Securities Act") and the Exchange Act (collectively, the "SEC Reports"). The Company previously has furnished to Purchaser true copies of all the SEC Reports, together with all exhibits thereto that Purchaser has requested, and the Company’s “'s annual report to stockholders for the year ended December 31, 1996, which annual report meets the requirements of Rule 14a-3 or 14e-3 under the Exchange Act (the "Annual Report"). The financial statements contained in the SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, Reports fairly presented (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Actfairly present, as the case may be) the financial position of the Company as of the dates mentioned and the results of operations, changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. As of their respective dates, the SEC Reports complied (Bor will comply, as the case may be) in all material respects with all rules and regulations promulgated by the SEC and did not and (or will not not, as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 1999, to the fiscal years ended September 30best of its knowledge Chequemate has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Chequemate SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated thereunder. None of such Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed unless supplemented prior to modify information as of an earlier date; and (C) each the Closing Date. Each of the consolidated balance sheets contained in or incorporated by reference into any such the Chequemate SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Chequemate SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Chequemate SEC Reports. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Chequemate SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Chequemate Financial Statements."

SEC Reports. The Company’s Company has furnished Acquiror with copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Quarterly Reports on Form 10-KSB Q for the fiscal years quarters ended September March 31, 2004, June 30, 2003, September 30, 2002 2004 and September 30, 2001 2004 and all other reports (including reports on Form 10-QSB and Form 8-K), or registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 the Company with the SEC under applicable laws, rules and regulations since December 31, 2003 (collectively, all such reports and registration statements being herein collectively called the Company’s “"Company SEC Documents”Filings"), each as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under SEC. Each such Company SEC Filing when it became effective or was filed with the Securities Act or the Exchange ActSEC, as the case may be, complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (B) the "Exchange Act"), as applicable, and the rules and regulations of the SEC thereunder and each Company SEC Filing did not and will not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has filed, except that information as of in a later date shall timely manner, all forms, reports and documents required to be deemed to modify information as of an earlier date; and (C) each of made under the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries Exchange Act for the periods twelve (12) months prior to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case date of unaudited interim statements, to normal year-end adjustments)this Agreement. Each of the consolidated The financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Company SEC Documents comply, and the financial statements Filings complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto. The books , were prepared in accordance with GAAP applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and records fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. The Chief Executive Officer and the Chief Financial Officer of the Company have beensigned, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document Company has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 3.27, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 2000, to the fiscal years ended September 30best of its knowledge Buyer has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Buyer SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Buyer SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Buyer SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end yearend audit adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, ) in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained case in accordance with GAAP generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and applicable legal and regulatory requirements. None of independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Company’s Subsidiaries is required to file any form, report or other document with the Buyer SEC.

SEC Reports. The Except for the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-KSB Q for the fiscal years ended September periods ending March 31, 2020 and June 30, 20032020, September 30, 2002 and September 30, 2001 and all other reports (including reports Current Report on Form 10-QSB and Form 8-K)K in connection with the default of the Senior Notes, registration statementsthe Company has filed all reports, definitive proxy schedules, forms, statements or information statements filed or and other documents required to be filed by it subsequent to September 30under the Securities Act and Section 13(a) or 15(d) of the Securities Exchange Act of 1934, 2000 with as amended (the SEC (collectively, the Company’s “SEC DocumentsExchange Act”), as of for the two years preceding the date filed or hereof (the foregoing materials and including, in each case, the exhibits thereto and documents incorporated by reference therein, being collectively referred to be filed and herein as amended prior to the date hereof“SEC Reports”). As of their respective dates, (A) the SEC Reports complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Exchange Act, as the case may beapplicable, and (B) did not and will not contain none of the SEC Reports, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained subsidiaries included in the SEC Documents comply, and the financial statements Reports comply as to be filed with the SEC by the Company after the date hereof will comply, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books Such financial statements have been prepared in accordance with GAAP, consistently applied (except as may be otherwise specified in such financial statements and records subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and lack of footnote disclosures), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None subsidiaries as of the Company’s Subsidiaries is required dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods then ended (subject, in the case of unaudited quarterly financial statements, to file any form, report or other document with the SECnormal year-end audit adjustments and lack of footnote disclosures).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 2000, to the fiscal years ended September 30best of its Knowledge, 2003the Parent has filed all required forms, September 30, 2002 reports and September 30, 2001 documents ("Parent SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 ("Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and interpretive releases promulgated thereunder. None of such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if to be filed in the future will not contain contain, any untrue statement of a material fact fact, or omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Parent SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Parent SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included or to be included in the Parent SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Parent Financial Statements."

SEC Reports. The Company’s Company previously has made available to Parent (i) its Annual Reports Report on Form 10-KSB K for the fiscal years year ended September 30December 31, 2003, September 30, 2002 and September 30, 2001 and all other reports 2000 (including reports on Form the "Company 10-QSB and Form 8-K"), registration statementsas filed with the Securities and Exchange Commission (the "SEC"), definitive (ii) all proxy statements or information statements filed relating to the Company's meetings of stockholders held or to be held after December 31, 2000 and (iii) all other periodic reports filed by it subsequent to September 30, 2000 the Company with the SEC (collectively, under the Company’s “SEC Documents”)Securities Exchange Act of 1934, as of amended (the date "Exchange Act") since January 1, 2001 (together with the periodic reports filed or to be filed and as amended by the Company with the SEC under the Exchange Act prior to the Effective Time, the "Company SEC Reports"). As of their respective dates the Company SEC Reports complied, and all Company SEC Reports filed by the Company with the SEC under the Exchange Act between the date hereofof this Agreement and the Closing Date will comply, (A) complied or will comply in all material respects as to form respects, with the applicable SEC requirements under the Securities Act and did not, or the Exchange Act, as in the case may beof Company SEC Reports filed on or after the date hereof will not, and (B) did not and will not when filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company (i) has been subject to the requirements of Section 12 of the Exchange Act and has filed all the material required to be filed pursuant to Sections 13, except that information as 14, or 15(d) of the Exchange Act, for a period of at least thirty-six calendar months immediately preceding the date hereof; (ii) has filed in a timely manner all reports required to be filed under the Exchange Act during the twelve calendar months and any portion of a later month immediately preceding the date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its datehereof, and (Diii) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance timely file with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements all reports required to be filed with under the SEC by the Company after Exchange Act between the date hereof will comply, with applicable accounting requirements of this Agreement and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECClosing Date.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and Company has filed all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or required to be filed by it subsequent under the Exchange Act, including pursuant to September 30Section 13(a) or 15(d) thereof, 2000 with for the SEC twenty-four (collectively, the Company’s “SEC Documents”), as of 24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed or any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed and as amended prior by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, (Aincluding pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Exchange Act, as Act and the case may berules and regulations of the SEC promulgated thereunder, and (B) did not and will not contain none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that information as of a later date shall unaudited financial statements may not contain all footnotes required by GAAP or may be deemed to modify information as of an earlier date; condensed or summary statements, and (C) each of the balance sheets contained fairly present in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and (D) each for the dates thereof and the results of the consolidated statements of income and changes in shareholders’ equity operations and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relatethen ended, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal normal, year-end audit adjustments). Each of All material agreements to which the consolidated financial statements Company or any Subsidiary is a party or to which the property or assets of the Company and its Subsidiaries, including, in each case, the notes thereto, contained or any Subsidiary are subject are included as part of or identified in the SEC Documents complyReports, and to the financial statements extent such agreements are required to be filed with included or identified pursuant to the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSEC. The books accountants which audited the financial statements included in the SEC Reports were independent registered public accounting firm as required by the SEC and records of the Public Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECAccounting Oversight Board.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Notwithstanding that the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to Company may not be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior subject to the date hereof, (Areporting requirements of Section 13 or 15(d) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or of the Exchange Act, for so long as any Notes are outstanding, to the case may beextent permitted by the Exchange Act, the Company will file with the Commission, and provide the Trustee and the Holders of the Notes with, (Bi) did not all annual and will not contain any untrue statement of a material fact or omit to state a material fact quarterly financial information that would be required to be stated therein filed on a Form 20-F and 10-Q (or necessary any successor forms) as if the Company were required to make file such forms and, with respect to the statements thereinannual financial information, in a report thereon by the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; Company's certified independent accountants and (Cii) each of the balance sheets all information that would be required to be contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports; PROVIDED, HOWEVER, that (A) quarterly financial information for the first and third fiscal quarters need not contain any reconciliation to generally accepted accounting principles in the United States but must be prepared in accordance with Swedish GAAP, (B) such quarterly information shall be furnished within 60 days of the end of the fiscal quarter of the Company and may be provided in a report on a Form 6-K, (C) such annual information shall be furnished within 120 days of the end of the fiscal year of the Company and (D) such information that would be required to be contained in a report of Form 8-K may be provided in a report on Form 6-K but must be submitted promptly. In addition, whether or not required by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC Commission, the Company will file a copy of all such information and reports with respect theretothe Commission for public availability (unless the Commission will not accept such a filing). The books Company will also furnish to the Holders of Notes and records to prospective investors, upon the requests of the Company such Holders and its Subsidiaries have beenprospective investors, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is any information required to file any form, report or other document with be delivered pursuant to Rule 144A(d)(4) under the SECSecurities Act so long as the Notes are not freely transferable under the Securities Act by Persons not "affiliates" under the Securities Act.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for So long as any 2029 Secured Notes are outstanding: (a) At any time the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or Company is not required to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior subject to the date hereof, (Areporting requirements of Section 13(a) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or 15(d) of the Exchange Act, the Company shall furnish or make available to the Trustee (if not publicly available on XXXXX): (i) (1) within five Business Days following 120 days (or, for any fiscal year of the Company during which either (A) the Company or any Subsidiary has consummated a material (as determined by the case may beCompany in good faith, and which determination shall be conclusive) acquisition or other Investment or (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make (as determined by the statements thereinCompany in good faith, in the light of the circumstances under which they were made, not misleading, except that information as of a later date determination shall be deemed to modify information as conclusive) accounting change has occurred, 150 days) following the end of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position fiscal year of the Company and its Subsidiaries (or such longer period as of its date, and (D) each of may be permitted by the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of if the Company and its Subsidiaries for (or, any Parent or IPO Vehicle whose financial statements satisfy the periods Company’s reporting obligations under this Section 405) were then subject to which they relateSEC reporting requirements as a non-accelerated filer), in each case in accordance beginning with GAAP consistently applied during the periods involved (subjectfiscal year ending December 31, in the case of unaudited interim statements20222024, to normal year-end adjustments). Each of the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and its Subsidiaries, including, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements (in each case, a form substantially similar to the notes thereto, contained “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the consolidated financial statements of Cornerstone Building Brands included or incorporated by reference in the SEC Documents comply2029 Secured Notes Offering Memorandum); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Guarantor or any other Affiliate of the Company, or any segment reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements or information for the Company, any Guarantor or any other Affiliate of the Company; (ii) within five Business Days following 60 days (or, for any quarterly period (and the financial statements to be filed with two immediately subsequent quarterly periods) during which either (A) the SEC Company or any Subsidiary has consummated a material (as determined by the Company in good faith, which determination shall be conclusive) acquisition or other Investment or (B) a material (as determined by the Company in good faith, which determination shall be conclusive) accounting change has occurred, 90 days) after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations end of each of the SEC with respect thereto. The books and records first three Fiscal Quarters of the Company and its Subsidiaries have beenin each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company (or, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of any Parent or IPO Vehicle whose financial statements satisfy the Company’s Subsidiaries is required reporting obligations under this Section 405) were then subject to file any form, report or other document with the SEC.SEC reporting requirements as 99 1010271152v11010271152_5.doc

SEC Reports. The Company’s 's Annual Reports on Form 10-KSB K for the fiscal years ended September 30December 31, 20032002, September 30, 2002 and September 30December 31, 2001 and December 31, 2000 and all other reports (including reports on Form 10-QSB Q and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2000 1999 with the SEC (collectively, the Company’s “'s "SEC Documents”DOCUMENTS"), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ ' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s 's Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Acquiror has furnished the Company with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-KSB Q for the fiscal years quarters ended September 30December 28, 2003, September 30March 28, 2002 2004 and September 30June 27, 2001 2004 and all other reports or registration statements filed by Acquiror with the SEC under applicable Laws since September 30, 2003 (including all such reports on and registration statements being herein collectively called the "Acquiror SEC Filings"), each as filed with the SEC. Except the fact that Part III, Item 12 of the Form 10-QSB K was incomplete and Form 8-K), registration statements, definitive proxy statements or information statements filed or needed to be amended, each such Acquiror SEC Filing when it became effective or was filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange ActSEC, as the case may be, complied in all material respects with the requirements of the Securities Act and (B) the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each Acquiror SEC Filing did not and will not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall . Acquiror has made all filings required to be deemed to modify information as of an earlier date; and (C) each of made under the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries Exchange Act for the periods twelve (12) months prior to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case date of unaudited interim statements, to normal year-end adjustments)this Agreement. Each of the consolidated The financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained Acquiror included in the Acquiror SEC Documents comply, and the financial statements Filings complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained were prepared in accordance with GAAP and applicable legal and regulatory requirements. None applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the Company’s Subsidiaries is required unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to file any formnormal, report or other document recurring adjustments, none of which will be material) the consolidated financial position of Acquiror and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for the periods presented therein. The Chief Executive Officer and the Chief Financial Officer of Acquiror have signed, and Acquiror has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Acquiror nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.5, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB Qs for the fiscal years periods ended September June 30, 2003, September 30, 2002 2015 and September 30, 2001 2015 were due to the U.S. Securities and all other reports (including reports Exchange Commission on July 15, 2015 and November 16, 2015, respectively, but were not filed. Furthemore, the unaudited pro forma condensed consolidated balance sheet of the Company and its subsidiaries and unaudited pro forma condensed consolidated statements of income of the Company and its subsidiaries that were to be filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 4, 2015 were not filed. As a result, there is limited information about the Company available about the financial results of operations, or otherwise, for periods subsequent to the filing and periods presented in its Form 10-QSB K for the period ended March 31, 2015. Purchasers that participate in this Offering are purchasing without the information that would normally be available to investors if the Company filed the above-mentioned reports and Form 8-Kexhibits. Other than as described herein, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) and when filed, each SEC Report was in compliance in all material respects with the requirements of its report form, the Exchange Act and the Securities Act. All proxy statements, reports, registration statements, definitive proxy statements or information statements filed or schedules, forms and other documents required to be filed by it subsequent to September 30, 2000 with the SEC (collectively, by the Company’s “SEC Documents”), as of Company under the Exchange Act and the Securities Act after the date filed or to hereof through the relevant Closing Date will, if and when filed, be filed and as amended prior to the date hereof, (A) complied or will comply in compliance in all material respects as to form with the applicable requirements under of its respective report form, the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not not, at the time they are filed or declared effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, except however, that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC failure by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any formproxy statement, report or report, registration statement, schedule, form and other document with the SECdocuments shall not constitute a breach of this Section 6.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30As of their respective filing dates, 2003all annual, September 30quarterly or current reports, 2002 forms and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be documents filed by it subsequent to September 30, 2000 Parent with the SEC since January 1, 2004 (collectively, the Company’s “SEC Documents”)such reports, as of the date filed or to be filed and as amended prior to the date hereof, “Parent SEC Reports”) (Ai) complied or will comply were prepared in accordance in all material respects as to form with the applicable requirements under of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder, (Bii) as the same may have been amended, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; misleading and (Ciii) each were all the forms, reports and other documents required to be filed under the Securities Act and Exchange Act. No Subsidiary of Parent is or has been required to file any form, report, registration statement or other document with the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments)SEC. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in Parent SEC Reports (in the forms reflected in any amendments to such Parent SEC Documents comply, and the financial statements Reports): (a) complied as to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect applicable thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained ; (b) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and applicable legal and regulatory requirements. None (in the case of unaudited statements) as permitted by Form 10-Q of the Company’s Subsidiaries is required SEC, and except that unaudited financial statements may not contain footnotes and are subject to file year-end audit adjustments; and (c) fairly present in all material respects the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods covered thereby. All financial statements (including any formrelated notes) contained in Parent SEC Reports filed after the date hereof and until the earlier of the Closing or the date set forth in Section 8.1(b) shall meet the conditions set forth in clauses (a), report or other document with the SEC(b) and (c) of this Section 3.6.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Common Stock of the fiscal years ended September 30, 2003, September 30, 2002 Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and September 30, 2001 and the Company has timely filed all other reports (including reports on Form 10-QSB and Form 8-K), registration proxy statements, definitive proxy reports, schedules, forms, statements or information statements filed or and other documents required to be filed by it subsequent to under the Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended, (ii) its Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2000 2004 and (iii) its Proxy Statement filed with the SEC on April 13, 2004 (collectively, the Company’s “"SEC Documents”Reports"). The Company is eligible to file a registration statement on Form S-3 with the SEC for the purpose of registering the resale of its securities. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of the date filed or to be filed and as amended prior to the date hereoftheir respective filing dates, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated . The financial position statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and its Subsidiaries as of its date, the published rules and (D) each regulations of the consolidated SEC or other applicable rules and regulations with respect thereto. Such financial statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case have been prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (subject, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial statements position of the Company and its Subsidiaries, includingsubsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in each casethe case of unaudited statements, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECnormal year-end audit adjustments).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has filed all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent under the Securities Act and the Exchange Act, including pursuant to September 30Section 13(a) or 15(d) thereof, 2000 for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all material respects with the SEC (collectively, requirements of the Company’s “SEC Documents”)Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as of applicable and did not at the date time they were filed (or to be filed and as if amended or superseded by a filing prior to the date hereofof this Agreement, (Athen on the date of such filing) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make made the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, (including, in each case, the any related notes thereto, ) contained in the SEC Documents complyReports (the “Company Financials”), and the financial statements to be including any SEC Reports filed with the SEC by the Company after the date hereof will complyuntil the Closing, with applicable accounting requirements and as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and applicable legal (iii) fairly presented the financial position of the Company at the respective dates thereof and regulatory requirementsthe consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. None The balance sheet of the Company as of December 31, 2005 is hereinafter referred to as the “Company Balance Sheet.” Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company’s Subsidiaries is required , except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to file any form, report or other document with the SEChave a Material Adverse Effect.

SEC Reports. The Company’s Company has filed all proxy statements, reports and other documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, except as set forth on Schedule 3.19. The Company has furnished the Purchasers with, or has otherwise made available to the Purchasers, copies of: (i) its Annual Reports Report on Form 10-KSB for the its fiscal years year ended September 30December 31, 20032006, September 30, 2002 and September 30, 2001 and all other reports (including reports ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 and (iii) its Form 8-K), registration statements, definitive proxy statements or information statements filed or K filings made during fiscal year 2007 to be filed by it subsequent to September 30, 2000 with the SEC date (collectively, the Company’s “SEC DocumentsReports”). Except as set forth on Schedule 3.19, as of the date filed or to be filed and as amended prior to the date hereoftheir respective dates, (A) each SEC Report complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports nor the financial statements (including the notes thereto) included in the SEC Reports, as the case may beof their respective filing dates, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information . Except as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly presentset forth on Schedule 3.19, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Except as set forth on Schedule 3.19, such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto. The books , and records fairly present in all material respects the financial position of the Company and its Subsidiaries have beenAirGATE as of and for the dates thereof and the results of operations and cash flows for the periods then ended, and are beingsubject, maintained in accordance with GAAP and applicable legal and regulatory requirements. None the case of the Company’s Subsidiaries is required unaudited statements, to file any formnormal, report or other document with the SECimmaterial, year-end audit adjustments.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has made available to Parent accurate and complete copies of (a) each registration statement, 2003, September 30, 2002 and September 30, 2001 and provided a list of all other reports reports, pursuant to the Securities Exchange Act of 1934, as amended (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC DocumentsExchange Act”), as filed with or furnished to the SEC since April 22, 2002 by the Company or any of its Subsidiaries (the “Company Reports”), and (b) each communication mailed by the Company to its shareholders since January 1, 2002. The Company has not made any filings pursuant to the Securities Act. As of the date filed of filing, furnishing or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Actmailing, as the case may be, no such registration statement, prospectus, report or schedule contained (and (Bno registration statement, prospectus, report or schedule filed, furnished or mailed after the date of this Agreement will contain) did not and will not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date included in any Previously Filed Company Reports shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents. Since April 22, or will fairly present2002, the consolidated financial position of the Company and each of its Subsidiaries has timely filed or furnished (and will timely file or furnish after the date of this Agreement) all reports and other documents required to be filed or furnished by it under the Exchange Act, and, as of its datetheir respective dates, and all such reports complied (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subjectand, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company all reports and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be other documents filed with the SEC by the Company or furnished after the date hereof of this Agreement, will comply, ) in all material respects with all applicable accounting requirements of the Exchange Act and with the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since December 31, 2006, (i) the fiscal years ended September 30, 2003, September 30, 2002 Buyer has timely made all filings required to be made by the Securities Act and September 30, 2001 and all other reports the Securities Exchange Act (including reports on Form 10-QSB and Form 8-K“SEC Reports”), registration statements(ii) all filings by the Buyer with the SEC, definitive proxy statements at the time filed (in the case of documents filed pursuant to the Securities Exchange Act) or information statements filed or to be filed when declared effective by it subsequent to September 30, 2000 with the SEC (collectively, in the Company’s “SEC Documents”), as case of registration statements filed under the date filed or to be filed and as amended prior to the date hereof, (ASecurities Act) complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or and the Securities Exchange ActAct and the rules and regulations of the SEC thereunder, as (iii) no such filing, at the case may betime described above, and (B) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (Civ) each of the balance sheets all financial statements contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presentstherein, or will fairly present, the consolidated financial position of the Company and its Subsidiaries complied as of its date, and (D) each of the consolidated statements of income and changes to form when filed in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed all material respects with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for pro forma financial statements and applicable legal as may be indicated therein in the notes thereto and regulatory requirements. None subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments), and fairly present in all material respects the financial condition and results of operations of the CompanyBuyer and the Buyer’s Subsidiaries is required at and as of the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated (subject, in the case of unaudited statements, to file any formnormal year-end audit adjustments). As of the date of this Agreement, report or other document with the SECBuyer meets the conditions for use of a registration statement on Form S-3.

SEC Reports. The Company’s Annual Reports on Form Since October 10-KSB for , 1995, Central has filed with the fiscal years ended September 30Securities and Exchange Commission (the "SEC") all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 other documents (including exhibits and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or incorporated therein) required to be filed by it subsequent to September 30, 2000 with the SEC (collectivelythe "Central SEC Documents"). As of their respective dates, the Company’s “Central SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) Documents complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Central SEC Documents, and none of the Central SEC Documents when filed (Bas amended and restated and as supplemented by subsequently filed Central SEC Documents) did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subjectother than those, in the case of unaudited interim statementsaggregate, to normal year-end adjustments)which would not have a Central Material Adverse Effect. Each of the consolidated The financial statements of Central included in the Company and its SubsidiariesCentral SEC Documents complied as to form, includingas of their respective dates of filing with the SEC, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries , have been, and are being, maintained been prepared in accordance with GAAP and applicable legal and regulatory requirements. None (except, in the case of unaudited statements, as permitted by Form 10-Q of the Company’s Subsidiaries is required SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Central and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to file any formnormal recurring year-end audit adjustments), report or other document with except when such failure, in the SEC.aggregate, would not have a Central Material Adverse Effect. True, correct and complete copies of Central's most recent Form 10-K, Form 10-Q and Proxy Statement are set forth on Schedule 4.8. Section 4.9

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has filed all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent under the Exchange Act, including without limitation pursuant to September 30Section 13(a) or 15(d) thereof, 2000 with the SEC (collectivelysince July 24, the Company’s “SEC Documents”), as of 2023 through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or to be filed and as amended superseded by a filing prior to the date hereof, on the date of such filing), the reports of the Company filed with the Securities and Exchange Commission (Athe “SEC”) pursuant to the Exchange Act from July 24, 2023 through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied or will comply in all material respects as to form with the applicable requirements under of the Securities Act or of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, as if amended or superseded by a filing prior to the case may bedate hereof, and (B) on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not and will not contain any untrue statement of a material fact or omit to state a 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, except that information as . As of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly presenttheir respective dates, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the SEC Documents comply, and the financial statements Reports complied as to be filed with the SEC by the Company after the date hereof will comply, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and records fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None consolidated subsidiaries as of the Company’s Subsidiaries is required dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to file any form, report or other document with the SECnormal year-end audit adjustments).

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended Since September 30, 2003, September 301, 2002 to the best of its knowledge Buyer has filed all required forms, reports and September 30, 2001 documents ("Buyer SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Buyer SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Buyer SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal yearyearend audit adjustments) in each case in accordance with generally-end adjustments)accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Buyer SEC Reports. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Buyer SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Buyer Financial Statements."

SEC Reports. The Company’s Annual TACT has previously made available to Vanguard and the Vanguard Stockholders each communication sent by TACT to its stockholders generally since January 1, 2001, and will continue to make such filings and communications available to Vanguard and the Vanguard Stockholders until the Closing. Since January 1, 2001, TACT has timely filed all SEC Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or required to be filed by it subsequent to September 30, 2000 with under the SEC (collectively, the Company’s “SEC Documents”), as of the date filed Exchange Act and any other reports or documents required to be filed and as amended prior to with the date hereofCommission. At the time of filing, (A) complied mailing, or will comply delivery thereof, the SEC Reports were prepared in all material respects as to form accordance with the applicable requirements under the Securities Act or of the Exchange Act, as Act and the case may beregulations promulgated thereunder and complied with the then applicable accounting requirements, and (B) did not and none of such documents or information contained or will not contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, except that information if any, as of a later have been modified by subsequent filings with the Commission prior to the date shall be deemed to modify information as of an earlier date; and (C) each hereof. Each of the consolidated balance sheets contained included in or incorporated by reference into any such the SEC Document Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company TACT and its Subsidiaries as of its date, date and (D) each of the consolidated statements of income and changes in shareholders’ equity and income, cash flows and stockholders' equity included in or equivalent statements in such incorporated by reference into the SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, cash flows or changes in shareholders’ equity and changes in cash flowsstockholders' equity, as the case may be, of the Company TACT and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to which they relatesuch exceptions as may be permitted by Form 10-Q under the Exchange Act), in each case in accordance with GAAP consistently applied during the periods involved (subjectinvolved, in the case of unaudited interim statements, to normal year-end adjustments)except as may be noted therein. Each Upon written request of the consolidated financial statements Vanguard Stockholders, TACT will furnish to Vanguard and the Vanguard Stockholders copies of (i) all correspondence received from the Commission, and (ii) any of the Company agreements and its Subsidiaries, including, in each case, the notes thereto, contained in instruments filed as exhibits to the SEC Documents comply, Reports. TACT has furnished to Vanguard and the financial statements to be Vanguard Stockholders a complete and accurate copy of any amendments or modifications, which have not yet been filed with the SEC Commission but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company after the date hereof will comply, with applicable accounting requirements and TACT with the published rules and regulations of Commission pursuant to the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report Securities Act or other document with the SECExchange Act.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Except as set forth in Schedule 3.10 hereto, the fiscal years ended September 30, 2003, September 30, 2002 Seller has filed with the Securities and September 30, 2001 and Exchange Commission (the "Commission") all other reports (including reports on Form 10-QSB and Form 8-K)reports, registration statements, definitive proxy statements or information statements filed or and other documents, including any amendments thereto and supplements thereof, required to be filed by it subsequent to September 30, 2000 with the Commission (the "SEC (collectively, Reports") since the Company’s “SEC Documents”), as effectiveness of the date filed or registration statement relating to be filed and as amended prior to the date hereofits initial public offering in October 1992, (A) all of which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder. Except as disclosed in Schedule 3.10 hereto, as of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the case may bedate of such subsequent filing), and (B) did not and will not contain none of the SEC Reports of the Seller, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules theretonotes) included in the SEC Reports of the Seller fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries Seller as of its datethe respective dates thereof, and (D) each of the consolidated other related financial statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any the related notes and schedules theretonotes) included therein fairly presents, or will fairly present, presented the consolidated results of operations, changes in shareholders’ equity operations and changes in cash flows, as the case may be, financial position of the Company and its Subsidiaries Seller for the respective periods to which they relateindicated, in each case in accordance with GAAP consistently applied during the periods involved (subjectexcept, in the case of unaudited interim financial statements, to normal for year-end audit adjustments), consisting only of normal recurring accruals. Each of the consolidated financial statements of (including the Company and its Subsidiaries, including, in each case, the notes thereto, contained related notes) included in the SEC Documents complyReports of the Seller has been prepared in accordance with United States generally accepted accounting principles, and except as otherwise noted therein or, in the case of the unaudited financial statements to be filed with the SEC statements, as permitted by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECCommission.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has filed all reports, 2003schedules, September 30forms, 2002 statements and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or documents required to be filed by it subsequent under the Securities Act and the Exchange Act, including pursuant to September 30Section 13(a) or 15(d) thereof, 2000 for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports"). As of their respective dates, the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all material respects with the SEC (collectively, requirements of the Company’s “SEC Documents”)Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as of applicable and did not at the date time they were filed (or to be filed and as if amended or superseded by a filing prior to the date hereofof this Agreement, (Athen on the date of such filing) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make made the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, (including, in each case, the any related notes thereto, ) contained in the SEC Documents complyReports (the "Company Financials"), and the financial statements to be including any SEC Reports filed with the SEC by the Company after the date hereof will complyuntil the Closing, with applicable accounting requirements and as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and applicable legal (iii) fairly presented the financial position of the Company at the respective dates thereof and regulatory requirementsthe consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. None The balance sheet of the Company as of December 31, 2005 is hereinafter referred to as the "Company Balance Sheet." Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company’s Subsidiaries is required , except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to file any form, report or other document with the SEChave a Material Adverse Effect.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30Company has delivered or made available to Purchasers each registration statement, 2003report, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements statement or information statements filed or statement (as defined in Regulation 14C under the Exchange Act) prepared by it since January 1, 1995, which reports constitute all of the documents required to be filed by it subsequent to September 30the Company with the SEC since January 1, 2000 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the Company’s “SEC Documents”"Company Reports"). As of their respective dates, as of the Company Reports and any Company Reports filed after the date filed or to be filed hereof and as amended prior to the date hereof, Closing Date (Aa) complied or will comply as to form in all material respects as to form with the applicable requirements under of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder; and (Bb) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company has timely filed with the SEC all reports required to be filed under Sections 13, except that information as 14 and 15(d) of a later date shall be deemed to modify information as of an earlier date; and (C) each the Exchange Act. Each of the balance sheets contained of the Company included in or incorporated by reference into any such SEC Document the Company Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its datedate (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and (D) each of the consolidated statements of income and changes in shareholders’ equity income, retained earnings and cash flows of the Company included in or equivalent statements in such SEC Documents incorporated by reference into the Company Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, present in all material respects the consolidated results of operations, changes in shareholders’ equity and changes in retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved set forth therein (subject, in the case of unaudited interim statements, to normal year-end adjustmentsaudit adjustments which would not be material in amount or effect). Each of the consolidated The financial statements of the Company and its SubsidiariesCompany, including, in each case, including the notes thereto, contained included in the SEC Documents comply, and the financial statements to be filed with the SEC or incorporated by reference into the Company after the date hereof will comply, Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained have been prepared in accordance with GAAP and applicable legal and regulatory requirementsgenerally accepted accounting principles consistently applied (except as may be indicated in the notes thereto). None Since the date of the first Company Report, there has been no material change in the Company’s Subsidiaries is required 's accounting methods or principles except as described in the notes to file any form, report or other document with the SECsuch Company financial statements.

SEC Reports. The Company’s SCHWAB has previously made available to UST accurate and complete copies of the SCHWAB Annual Reports on Form 10-KSB K for the fiscal years ended September 30December 31, 20031997 and December 31, September 30, 2002 1998 (the "SCHWAB Form 10-K's") filed with the SEC under the Exchange Act and September 30, 2001 and all other reports (including reports the SCHWAB Quarterly Report on Form 10-QSB and Q for the quarter ended September 30, 1999 ("SCHWAB Form 810-KQ"), registration statementsfiled with the SEC under the Exchange Act (collectively, definitive proxy statements or information statements the "SCHWAB Reports"). Since January 1, 1997, SCHWAB and each SCHWAB Subsidiary has timely filed or all reports and other documents required to be filed by it subsequent to September 30them under the Securities Act and the Exchange Act, 2000 with the SEC (collectively, the Company’s “SEC Documents”)and, as of the date filed or to be filed and as amended prior to the date hereoftheir respective dates, (A) all such reports complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, published rules and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light regulations of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the SEC with respect thereto. The consolidated balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company SCHWAB and its Subsidiaries as of its dateDecember 31, 1997 and December 31, 1998, inclusive, as reported in the Form 10-K's, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to SCHWAB, and (D) each the unaudited consolidated balance sheet of SCHWAB and its Subsidiaries as of September 30, 1999, and the related unaudited consolidated statements of income and income, changes in shareholders’ stockholders' equity and cash flows or equivalent for the nine months ended September 30, 1999, as reported in the SCHWAB Form 10-Q do, and any financial statements in such filed by SCHWAB with the SEC Documents under the Exchange Act after the date of this Agreement (including any the related notes and schedules theretonotes, where applicable) will, fairly presentspresent in all material respects (including the related notes, or will fairly present, where applicable) the consolidated financial position and results of operations, changes in shareholders’ equity operations and changes in stockholders' equity and cash flows, as the case may be, flows of the Company SCHWAB and its Subsidiaries for the respective fiscal periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each or as of the consolidated financial respective dates therein set forth; each of such statements of (including the Company and its Subsidiariesrelated notes, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof where applicable) comply or will comply, comply with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been and will be prepared in accordance with GAAP consistently applied during the periods involved, except in the case of unaudited financial statements for the absence of certain footnotes and schedules. The books and records of the Company SCHWAB and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirementsaccounting requirements in all material respects. None As of the Company’s Subsidiaries is date of filing or mailing, as the case may be, no SCHWAB Report contained any untrue statement of a material fact or omitted to state any material fact required to file any formbe stated therein or necessary in order to make the statements therein, report in light of the circumstances in which they were made, not misleading (except to the extent corrected in a subsequent filed registration statement, prospectus, report, schedule, proxy statement or other document with the SECcommunication).

SEC Reports. The Company’s Company has previously made available to the Purchasers true and complete copies of its (i) Annual Report on Form 10-K (as amended by Amendment No. 1 thereto on Form 10-K/A) for its fiscal year ended December 31, 2001, (ii) Quarterly Reports on Form 10-KSB Q for the fiscal years its quarterly periods ended September March 31, 1999, June 30, 2003, September 30, 2002 1999 (as amended by Amendments No. 1 and No. 2 thereto on Form 10-Q/A) and September 30, 2001 and all other reports 1999, (including reports iii) Current Reports on Form 10-QSB and Form 8-K)K dated July 16, registration statements2002, August 13, 2002 and October 4, 2002, (iv) definitive proxy statements statement for its 2002 annual stockholders meeting, and (v) any other reports or information registration statements filed or to be filed by it subsequent to September 30, 2000 the Company with the SEC Securities and Exchange Commission (the “Commission”) since January 1, 2002, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the Company’s “SEC DocumentsReports”). As of their respective dates, the SEC Reports complied as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply form in all material respects as to form with the applicable requirements under of the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be”), and (B) the rules and regulations of the Commission thereunder applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall updated, corrected or superceded by subsequently filed SEC Reports. Except as may be deemed to modify information as of an earlier date; and (C) each of indicated therein or in the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the audited consolidated financial position of the Company statements and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the SEC Documents comply, and the financial statements Reports comply as to be filed with the SEC by the Company after the date hereof will comply, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. The books , have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and records fairly present in all material respects the financial condition of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None as of the Company’s Subsidiaries is required to file any formdates indicated and the results of operations, report or other document with changes in stockholders’ equity and cash flows of the SEC.Company for the period

SEC Reports. The Company’s Annual Reports Except for the matters referred to in Buyer's Form 10-Q for the quarter ended January 2, 2000, the annual report on Form 10-KSB K of Buyer for the fiscal years year ended September 30March 31, 20031999, September 30as filed under the Securities Exchange Act of 1934, 2002 and September 30as amended ("Exchange Act"), 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or required to be filed by it Buyer subsequent to September 30, 2000 with the SEC such report (collectively, the Company’s “"Buyer SEC Documents”"), have been duly and timely filed by Buyer and as of the date filed their respective dates (or to be filed and as if amended prior to the date hereofof this Agreement, (Athen on the date of such last amendment) complied or will comply in all material respects as to form with the applicable all requirements under the Securities Exchange Act or and the Exchange Act, as the case may be, rules and (B) did not regulations promulgated thereunder and will not contain any contained no untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under in which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, misleading and the financial statements to be filed with of Buyer included in the Buyer SEC by the Company after the date hereof will comply, Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries , have been, and are being, maintained been prepared in accordance with GAAP and applicable legal and regulatory requirements. None (except, in the case of interim financial statements, as permitted by Forms 10-Q or 8-K of the Company’s Subsidiaries SEC) consistently applied during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in all material respects, the financial position of Buyer as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of interim financial statements, to normal year-end adjustments, other adjustments discussed therein (if any) and lack of footnote disclosures). Buyer believes it is required currently eligible under the Securities Act to file any form, report or other document with the SECuse a Registration Statement on Form S-3 to register resales of its common stock.

SEC Reports. The Company’s Annual Reports 's Common Stock is listed on Form 10-KSB for the fiscal years ended September 30NASDAQ Small Cap Market and has been duly registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, 2003as amended (the "Securities Act") or the Securities Exchange Act of 1934, September 30as amended (the "Exchange Act"). Since January 1, 2002 and September 301994, 2001 the Company has timely filed all reports, registrations, proxy or information statements and all other reports (including reports on Form 10-QSB and Form 8-K)documents, registration statementstogether with any amendments required to be made thereto, definitive proxy statements or information statements filed or required to be filed by it subsequent to September 30, 2000 with the SEC under the Securities Act and the Exchange Act (collectively, the Company’s “"SEC Documents”Reports"). The Company previously has furnished to Purchaser true copies of all the SEC Reports, as of together with all exhibits thereto that Purchaser has requested. The financial statements contained in the date filed or to be filed and as amended prior to the date hereof, SEC Reports fairly presented (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Actfairly present, as the case may be) the financial position of the Company as of the dates mentioned and the results of operations, changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. As of their respective dates, the SEC Reports complied (Bor will comply, as the case may be) in all material respects with all rules and regulations promulgated by the SEC and did not and (or will not not, as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 Parent has filed all required forms and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC since December 31, 2001 (collectively, the Company’s “"Parent SEC Documents”Reports"), as all of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply which were prepared in all material respects as to form in accordance with the applicable requirements under the Securities Act or of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective filing dates, the Parent SEC Reports (a) complied as to form in all material respects with the case may be, applicable requirements of the Securities Laws and (Bb) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of to the extent corrected by a later subsequently filed Parent SEC Report which was filed prior to the date shall be deemed to modify information as of an earlier date; and (C) each hereof. Each of the consolidated balance sheets contained of Parent included in or incorporated by reference into any such Parent SEC Document Reports (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, presented in all material respects the consolidated financial position of the Company Parent and its Parent Subsidiaries as of its datedate (subject, in the case of unaudited statements, to normal recurring year-end adjustments) and (D) each of the consolidated statements of income and changes in shareholders’ operations, consolidated statements of common stockholders' equity and consolidated statements of cash flows of Parent included in or equivalent statements in such incorporated by reference into Parent SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, or will fairly present, presented in all material respects the results of consolidated results statements of operations, changes in shareholders’ consolidated statements of common stockholders' equity and changes in or consolidated statements of cash flows, as the case may be, of the Company Parent and its Parent Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved set forth therein (subject, in the case of unaudited interim statements, to normal recurring year-end adjustments). Each of the consolidated financial statements of the Company ) and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed are consistent with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company Parent and its Subsidiaries have beenParent Subsidiaries. The consolidated balance sheets, consolidated statements of operations, consolidated statements of common stockholders' equity and are being, maintained consolidated statements of cash flows of Parent included in or incorporated by reference into Parent SEC Reports were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as may be noted therein and applicable legal and regulatory requirements. None except, in the case of the Company’s Subsidiaries unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end audit adjustments. No Parent Subsidiary is required to file any form, form or report or other document with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to Parent SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms in all material respects and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. Since January 1, 2005, CIGI has filed all reports and other documents required to be filed by CIGI with the Securities and Exchange Commission (the “Commission”) under the Exchange Act. The Company’s consolidated financial statements of CIGI included in its Annual Reports Report on an appropriate Form 10-KSB for the fiscal years year ended December 31, 2005 and for the quarter ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or 2006 comply as to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply form in all material respects as to form with applicable accounting requirements and the applicable requirements under published rules and regulations of the Securities Act or the Exchange ActSEC with respect thereto, as the case may be, and have been prepared in accordance with GAAP (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinexcept, in the light case of unaudited consolidated quarterly statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of CIGI and its consolidated Subsidiaries as of the circumstances under which they were madedates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, not misleadingin the case of unaudited quarterly statements, except that information to normal year-end audit adjustments). Set forth in the Disclosure Schedule are (i) the most recent internally prepared financial statements of the SELLER and CFS as of a later date shall be deemed to modify information as of an earlier date; January 31, 2007 and any and all SELLER AND CFS internal 2006 statements (C) each the “Financial Statements”). Each of the balance sheets contained in or incorporated by reference into any such SEC Document Financial Statements (including the related notes and schedules thereto) fairly presents, or will fairly present, presented the consolidated financial position of the Company and its Subsidiaries SELLER AND CFS as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents Financial Statements (including any related notes and schedules thereto) fairly presents, or presents and will fairly present, present the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries SELLER AND CFS for the periods to which they relaterelate Without limiting the foregoing, in each case in accordance the PURCHASER shall not assume, undertake or accept, and shall have no responsibility with GAAP consistently applied during respect to, liabilities and obligations related to SELLER AND CFS or operation of SELLER AND CFS prior to the periods involved Closing Date, except for the LIABILITIES. SELLER AND CFS does not have any liability or obligation (subjectwhether accrued, absolute, contingent or otherwise) which is not set forth on the Financial Statements, except for liabilities incurred or accrued in the case ordinary course of unaudited interim statements, to normal year-end adjustments). Each business since the respective dates of the consolidated financial statements of the Company and its SubsidiariesFinancial Statements, includingor liabilities and/or obligations which would not, in each case, the notes thereto, contained either individually or in the SEC Documents complyaggregate, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SECa Closing Material Adverse Effect.

SEC Reports. The Company(a) Since January 1, 2004, Buyer’s Annual Reports on Form 10-KSB for the fiscal years ended September 30parent corporation, 2003, September 30, 2002 and September 30, 2001 and all other reports Devcon International Corp. (including reports on Form 10-QSB and Form 8-K“Devcon”), registration statementshas filed (and through the Closing Date, definitive proxy statements or information statements filed or will continue to file) all forms, reports and documents with the SEC required to be filed by it subsequent Devcon pursuant to September 30, 2000 with the federal securities laws and the SEC rules and regulations thereunder, all of which have complied (or will comply) as of their respective filing dates, or in the case of registration statements, their respective effective dates, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (collectively, the Company’s “SEC DocumentsReports”), as . None of the date filed SEC Reports, including any exhibits, financial statements or to be filed and as amended prior to schedules included therein, at the date hereoftime filed, or in the case of registration statements, their respective effective dates, contained (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bcontain) did not and will not contain any untrue statement of a material fact or omit omitted (or will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the The consolidated financial statements of the Company and its Subsidiaries, (including, in each case, the any notes thereto, contained ) of Devcon included in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof Reports complied (or will comply, ) as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records thereto as of the Company and its Subsidiaries have beentheir respective dates of filing, and are being, maintained were prepared (or will be prepared) in accordance with GAAP the published rules and applicable legal and regulatory requirements. None regulations of the Company’s Subsidiaries SEC and fairly presented (or will fairly present) in all material respects the consolidated financial position of Devcon and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements to normal year-end audit adjustments and to any other adjustments described therein). Buyer is required to file any form, report or other document with the SECSolvent.

SEC Reports. The Company’s Westborough Financial's Annual Reports on Form 10-KSB for the fiscal years ended September 30, 20032005, September 30, 2002 2004 and September 30, 2001 2003 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 2003 with the SEC (collectively, the Company’s “Westborough Financial's "SEC Documents”"), as of the date filed or to be filed and as amended prior to the date hereofof this Agreement, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; , and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company Westborough Financial and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ ' equity and changes in cash flows, as the case may be, of the Company Westborough Financial and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal fiscal year-end adjustments). Each of the consolidated financial statements of the Company Westborough Financial and its Subsidiaries, including, in each case, the notes thereto, contained in the Westborough Financial SEC Documents comply, and the financial statements to be filed with the SEC by the Company Westborough Financial after the date hereof of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company Westborough Financial and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Westborough Financial's Subsidiaries is required to file any form, report or other document with the SEC.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for Since January 1, 1993, to the fiscal years ended September 30best of its knowledge Dynatec has filed all required forms, 2003, September 30, 2002 reports and September 30, 2001 documents ("Dynatec SEC Reports") with the Securities and all other reports Exchange Commission (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or the "SEC") required to be filed by it subsequent pursuant to September 30, 2000 with the federal securities laws and the SEC (collectivelyrules and regulations thereunder, the Company’s “SEC Documents”), as all of the date filed or to be filed and as amended prior to the date hereof, (A) which have complied or will comply in all material respects as to form with the all applicable requirements under of the Securities Act or of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and (B) did not the rules and will not contain interpretive releases promulgated thereunder. None of such Dynatec SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each . Each of the consolidated balance sheets contained in or incorporated by reference into any such the Dynatec SEC Document (including the related notes and schedules thereto) Reports fairly presents, presents or will fairly present, present the consolidated financial position of the Company and its Subsidiaries entity or entities to which it relates as of its date, and (D) each of the related consolidated statements of income operations and changes in shareholders’ equity retained earnings and cash flows or equivalent statements in such the Dynatec SEC Documents Reports (including any related notes and schedules theretoschedules) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders’ equity retained earnings and changes in cash flows, as the case may be, of the Company and its Subsidiaries entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Dynatec have rendered or Will render an unqualified opinion with respect to each audited financial statement included in the Dynatec SEC Reports. Each of the The consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained included in the Dynatec SEC Documents comply, and Reports are hereinafter sometimes collectively referred to as the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC"Dynatec Financial Statements."