Common use of Financial Statements Clause in Contracts

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries AT&T included or incorporated by reference in the Company AT&T SEC Reports (as hereinafter defined) filed Documents fairly present, in all material respects, in conformity with GAAP applied on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company AT&T and its consolidated Subsidiaries as of the respective dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) The unaudited combined financial statements and unaudited combined interim financial statements of the AT&T Broadband Group are attached as Exhibit E, and subject to and reflecting the assumptions set forth in the notes thereto, fairly present, in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the combined financial position of the AT&T Broadband Group as of the respective dates thereof and its combined results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). (c) Except as set forth on Schedule 3.05(bin Section 6.08(c) hereto for liabilities incurred since May 31, 1998 in of the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoAT&T Disclosure Schedule, the Company does not have any liabilities or obligations financial statements as of any nature whatsoever (whether absoluteand for the period ending September 30, accrued, contingent or otherwise2001 attached as Exhibit E reflect in all material respects the transactions contemplated by the Ancillary Agreements as if such agreements had been in effect during the nine month period covered by such financial statements. Section 6.08(c) which are not adequately reserved or reflected on the balance sheet of the Company included AT&T Disclosure Schedule describes all material allocations and charges relating to affiliated and intercompany transactions used in its Quarterly Report on Form 10-QSB for connection with the quarter ended May 31, 1998, except for liabilities or obligations which in preparation of the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.financial statements attached as Exhibit E.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectindicated, in consistent with the case books and records of any the Company and the Company Subsidiaries, except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2008 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982008 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, except as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since January 1, 2006 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply, in each case in all material respects, with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for liabilities assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board have not been advised of (A) any significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting which adversely affect the Company’s ability to record, process, summarize and report financial information, and there do (B) any fraud, whether or not exist material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any circumstances that could reasonably significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report has been so disclosed and each significant deficiency and material weakness previously so disclosed has been remediated. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The Nasdaq Stock Market. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company Buyer has previously delivered to Parent Seller -------------------- accurate and complete copies of the (i) Alliance PLC's audited consolidated balance sheets of the Company sheet as of November April 30, 1995, November 30, 1996 and November 30, 19971999, and the related audited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997year then ended, inclusiveand the notes and schedules thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under unqualified report thereon of KPMG Audit Plc, independent public accountants (the Exchange Act. The Company has also previously delivered to Parent copies of the "Audited Financial Statements") and (ii) Buyer's unaudited consolidated balance sheets of the Company sheet as of May January 31, 19982000 (the "Latest Balance Sheet"), and the related unaudited consolidated statements of income income, stockholders' equity, and cash flows for the six months three-month period then ended May 31(the "Unaudited Financial Statements"), 1998certified by Buyer's chief financial officer (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"Financial Statements"). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30represent actual bona fide transactions, 1995 (ii) have been prepared from the books and records of Alliance PLC and Buyer and their respective consolidated Subsidiaries in accordance conformity with generally accepted U.S. GAAP accounting principles ("GAAP") consistently applied during on a basis consistent with preceding years throughout the periods involved and (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and iii) fairly present the Alliance PLC's and Buyer's (as applicable) consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the Alliance PLC's and Buyer's (as applicable) consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, ended. The statements of income included in the case Financial Statements do not contain any items of special or nonrecurring income except as identified in the notes thereto, and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any unaudited interim financial statementsassets, to nor have there been any transactions since the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet date of the Company included in its Quarterly Report on Form 10Latest Balance Sheet giving rise to special or nonrecurring income or any such write-QSB for the quarter ended May 31, 1998, except for liabilities up or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsrevaluation.

Financial Statements. (a) The Company 1. Fifth Third has previously delivered furnished to Parent copies of the audited Franklin its audited, consolidated balance sheets sheet, statement of the Company as operations and statement of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows as of and at December 31, 2001, and for the fiscal years 1996 through 1997year then ended, inclusivetogether with the opinion of its independent certified public accountants associated therewith. Fifth Third has also furnished to Franklin its unaudited, included in the Company's Annual Report on Form 10-KSB consolidated condensed financial statements as at March 31, 2002 and June 30, 2002, and for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Actperiods then ended. The Company has also previously delivered to Parent copies of the Such audited and unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and Fifth Third fairly present the consolidated financial position condition, results of the Company operations and its Subsidiaries cash flows of Fifth Third as of the dates date thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectyear covered thereby, in conformity with GAAP, consistently applied (except as stated therein and except for the case omission of any notes to unaudited interim financial statements, to the absence of footnotes required by GAAP statements and except for normal (in nature and amount) year-end adjustmentsadjustments to interim results). . There are no material liabilities, obligations or indebtedness of Fifth Third or any of its subsidiaries required to be disclosed in the financial statements (bor in the footnotes to the financial statements) Except as set forth on Schedule 3.05(b) hereto for so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since June 30, 2002, Fifth Third and its subsidiaries have not incurred any liabilities incurred since May 31, 1998 in outside the ordinary course of business consistent with past practice and practice. 2. The financial statements of Fifth Third to be provided to Franklin pursuant to Section V.D.4. hereof will fairly present, as otherwise set forth on Schedule 3.05(b) heretoapplicable, the Company does not have any liabilities or obligations consolidated financial condition, results of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet operations and cash flows of Fifth Third as of the Company included in its Quarterly Report on Form 10-QSB dates thereof, and for the quarter ended May 31periods covered thereby, 1998in conformity with GAAP, consistently applied (except as stated therein and except for liabilities or obligations which the omission of notes to unaudited statements and except for normal (in the aggregate do not exceed $100,000, nature and there do not exist any circumstances that could reasonably be expected amount) year-end adjustments to result in such liabilities or obligationsinterim results).

Financial Statements. (a) The Company has previously delivered to Parent copies financial statements of Transwestern (the “Transwestern Financial Statements”), including all related notes and schedules, listed in Section 3.4(a) of the audited ETP Disclosure Schedule, fairly present in all material respects the consolidated balance sheets financial position of Transwestern, as of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997respective dates thereof, and the related consolidated statements results of incomeoperations, cash flows and changes in stockholders' members’ equity and cash flows of Transwestern for the fiscal years 1996 through 1997periods indicated, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements thereto) and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal customary year-end adjustments), consistent with past practice. (b) Except The financial statements of MEP (the “MEP Financial Statements”), including all related notes and schedules, listed in Section 3.4(b) of the ETP Disclosure Schedule, fairly present in all material respects the consolidated financial position of MEP, as set forth of the respective dates thereof, and the consolidated results of operations, cash flows and changes in members’ equity of MEP for the periods indicated, have been prepared in accordance with GAAP applied on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except as may be indicated in the ordinary course notes thereto) and subject, in the case of business interim financial statements, to customary year-end adjustments, consistent with past practice practice. (c) The financial statements of Canyon (the “Canyon Financial Statements”), including all related notes and as otherwise set forth on Schedule 3.05(bschedules, listed in Section 3.4(c) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included ETP Disclosure Schedule, fairly present in its Quarterly Report on Form 10-QSB all material respects the consolidated financial position of Canyon, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in members’ equity of Canyon for the quarter ended May 31periods indicated, 1998, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except for liabilities or obligations which as may be indicated in the aggregate do not exceed $100,000notes thereto) and subject, and there do not exist any circumstances that could reasonably be expected in the case of interim financial statements, to result in such liabilities or obligationscustomary year-end adjustments, consistent with past practice.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30and unaudited financial statements, 1995including all related notes and schedules, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the AMCE SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included Documents (or incorporated therein by reference in reference) (collectively, the Company SEC Reports “AMCE Financial Statements”) (as hereinafter definedi) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB)when filed, complied as of their respective dates in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ii) present fairly present in all material respects the consolidated financial position of Parent or AMCE, as the Company case may be, and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated income and results of operations, retained earnings and sources cash flows of Parent or AMCE, as the case may be, and applications of funds its consolidated Subsidiaries for the respective periods then ended indicated and (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto and subject, in the case of any unaudited interim financial statements, to normal year end adjustments which were not and are not expected to be material in amount and the absence of footnotes required by GAAP and normal year-end adjustmentsrelated notes). (b) Except as set Set forth on Schedule 3.05(b4.7(b) hereto for liabilities incurred since May 31, 1998 in are the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the audited consolidated balance sheet of Parent and the Company included in its Quarterly Report on Form 10-QSB consolidated Parent Subsidiaries as of March 31, 2005 and the related audited statements of income and cash flows for the quarter fifty-two weeks ended May March 31, 19982005 (the “Parent Financial Statements”). The Parent Financial Statements (i) present fairly in all material respects the consolidated financial position of Parent and the consolidated Parent Subsidiaries as of their respective dates and the consolidated results of operations, retained earnings and cash flows of Parent and the consolidated Parent Subsidiaries for the respective periods indicated; and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for liabilities or obligations which changes in accounting principles disclosed in the aggregate do notes thereto and subject, in the case of unaudited statements, to normal year end adjustments which were not exceed $100,000, and there do are not exist any circumstances that could reasonably be expected to result be material in such liabilities or obligationsamount and the absence of related notes).

Financial Statements. (a) The Company has previously delivered made available to Parent Purchaser copies of (1) the audited consolidated balance sheets statements of financial condition of the Company (including its Subsidiaries) as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 2008 and November 30, 19972009, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders' equity shareholders’ equity, and of cash flows for the fiscal years 1996 2007 through 19972009, inclusive, included as reported in the Company's Annual Report on Form Company 10-KSB for K, in each case accompanied by the fiscal year ended November 30audit report of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (2) the unaudited consolidated balance sheets statements of financial condition of the Company (including its Subsidiaries) as of May March 31, 1998, 2010 and the related unaudited consolidated statements of income operations, of comprehensive income, of changes in shareholders’ equity and of cash flows for the six months three-month periods ended May March 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 2009 and March 31, 1998 2010. The December 31, 2009 consolidated statement of financial condition of the Company (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of the Company (including its Subsidiaries) as of the date thereof, and the other financial statements referred to in this Section 2.2(g) (including the related notes, where applicable) fairly present in all material respects, and the financial statements to be filed by the Company with the SEC under after the Exchange Act. The audited date of this Agreement will fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial statements and unaudited consolidated interim financial statements position of the Company (including its Subsidiaries) for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) in all material respects complies, and its Subsidiaries included or incorporated the financial statements to be filed by reference in the Company with the SEC Reports after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (as hereinafter definedincluding the related notes, where applicable) has been, and the financial statements to be filed on or by the Company with the SEC after November 30the date of this Agreement will be, 1995 have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBQ. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 2.2(g). The books and records of the Company, complied as of their respective dates the Bank and the Subsidiaries in all material respects have been, and are being, maintained in accordance with applicable legal and accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position reflect only actual transactions. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned or been dismissed as independent public accountants of the Company and its Subsidiaries as a result of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, or in the case of connection with any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent disagreements with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities on a matter of accounting principles or obligations of any nature whatsoever (whether absolutepractices, accrued, contingent financial statement disclosure or otherwise) which are not adequately reserved auditing scope or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsprocedure.

Financial Statements. (a) The Company has previously delivered to Parent copies Attached as Schedule 3.4 of the audited consolidated Disclosure Schedules are (i) the unaudited balance sheets sheet of the Company Business as of November September 30, 1995, November 2000 and December 30, 1996 and November 2000 (the "BALANCE SHEETS"), (ii) the unaudited balance sheet of the Business as of September 30, 1997, 1999 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and (iii) the related unaudited consolidated statements of income and cash flows of the Business for the six months years ended May 31September 30, 19981999, included in the Company's Quarterly Report on Form 10-QSB September 30, 2000 and for the quarter ended May 31December 30, 1998 filed with 2000 (the SEC under the Exchange Act. The audited consolidated financial statements referred to in clauses (i), (ii) and unaudited consolidated interim (iii) above and the accompanying notes thereto are referred to herein collectively as the "FINANCIAL STATEMENTS"), which have been extracted from the books and records of Seller, which books and records are the basis of the Seller's preparation of financial statements audited by Deloitte & Touche LLP. Except as disclosed in the Financial Statements or on Schedule 3.4 of the Company and its Subsidiaries included or incorporated by reference in Disclosure Schedules, the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and fairly present in all material respects with applicable accounting requirements the financial condition of the Business as of such date and the published rules and regulations results of operations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds Business for the such periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustmentsaudit adjustments which were not or are not expected to be material in amount and the omission of financial statement footnotes that are required by GAAP). (b) Except The audited consolidated financial statements of Seller as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31of September 30, 1998 in 2000 and the ordinary course of business consistent with past practice and notes thereto, as otherwise set forth on Schedule 3.05(b) hereto, attached to the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report Seller's annual report on Form 10-QSB K, filed with the Securities and Exchange Commission on December 14, 2000, as amended, have been prepared in accordance with GAAP consistently applied and fairly present in all material respects the consolidated financial position of Seller as of the date thereof and the consolidated results of operations for the quarter ended May 31, 1998such period, except for liabilities or obligations which as indicated in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company has previously delivered furnished to Parent copies of the Purchasers the audited consolidated balance sheets sheet of Telor Ophthalmic Pharmaceuticals, Inc., Occupational Health + Rehabilitation Inc and their subsidiaries (collectively, the Company "Predecessor Companies") as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, 1995 and the related audited consolidated statements of income, changes in stockholders' equity and cash flows of the Predecessor Companies for the fiscal years 1996 through 1997year ended December 31, inclusive1995, included the Unaudited Pro Forma Combined Financial Information as of December 31, 1995 as disclosed in the Company's Annual Report on Form 10-KSB for Offering Memorandum and Proxy Statement dated May 15, 1996 (the fiscal year ended November 30"Proxy Statement"), 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets sheet of the Company and its subsidiaries as of May 31June 30, 1998, 1996 (the "Balance Sheet") and the related unaudited consolidated statements of income income, stockholders' equity and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in subsidiaries for the Company SEC Reports (as hereinafter defined) filed on or after November 6 months ended June 30, 1995 1996. All such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case that such unaudited financial statements do not contain all of the unaudited statements, as permitted by Form 10required footnotes and interim statements do not contain year-QSBend adjustments), complied as of their respective dates in all material respects with applicable or where different from generally accepted accounting requirements and the published rules and regulations of the principles, SEC with respect theretorequirements, and fairly present the consolidated financial position of the Predecessor Companies, the Company and its Subsidiaries subsidiaries as of the dates thereof December 31, 1995 and June 30, 1996, respectively, and the consolidated income results of their operations and retained earnings cash flows of the Predecessor Companies, the Company and sources and applications of funds its subsidiaries for the periods then year ended December 31, 1995 and the 6 months ended June 30, 1996, respectively. Since the date of the Balance Sheet, (subject, i) there has been no change in the case assets, liabilities or financial condition of any unaudited interim financial statements, to the absence of footnotes required by GAAP Company and normal year-end adjustments). its subsidiaries (bon a consolidated basis) Except as set forth on Schedule 3.05(b) hereto from that reflected in the Balance Sheet except for liabilities incurred since May 31, 1998 changes in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do have not exceed $100,000been materially adverse and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company and there do its subsidiaries (on a consolidated basis) has been materially adversely affected by any occurrence or development, individually or in the aggregate, whether or not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsinsured against.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of the audited consolidated balance sheets Buyer, for copying, originals of the Company as Financial Statements, which are accompanied by the audit report of November 30KPMG, 1995LLP, November 30independent public accountants for the Company. The Company Financial Statements referred to in this Section 4.13 (including the related notes, 1996 and November 30, 1997where applicable) fairly present, and the related consolidated financial statements referred to in Sections 6.02 and 6.03 hereof each will fairly present (subject, in the case of incomeunaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), the assets, liabilities, results of the operations and changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its Subsidiaries included the Tweeter Joint Venture, as the case may be, for the respective periods or incorporated by reference in as of the respective dates therein set forth; the Company SEC Reports Financial Statements (as hereinafter definedincluding the related notes, where applicable) filed on or after November 30, 1995 have been prepared prepared, and the financial statements referred to in Sections 6.02 and 6.03 hereof will be prepared, in accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout and among the periods involved (covered thereby, except as may be indicated in the notes thereto orthereto. The audits of the Company and the Tweeter Joint Venture, in as the case of the unaudited statementsmay be, as permitted by Form 10-QSB), complied as of their respective dates have been conducted in all material respects in accordance with applicable accounting requirements generally accepted auditing standards. The Company Financial Statements have been prepared from the books and records of the Company or the Tweeter Joint Venture, as the case may be, and the published rules books and regulations of the SEC with respect thereto, and fairly present the consolidated financial position records of the Company and its Subsidiaries the Tweeter Joint Venture, as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statementsmay be, to the absence of footnotes required by GAAP are true and normal year-end adjustments)complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements. (b) Except The balance sheets of the Company as of February 28, 2001 and April 30, 2001 (the "LATEST BALANCE SHEETS"), including the notes thereto, make adequate provision for all material liabilities and obligations of every nature (whether accrued, absolute, contingent or otherwise and whether due or to become due) of the Company as of February 28, 2001 and April 30, 2001, respectively, and except as and to the extent set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosuch balance sheets, the Company does not have any liabilities has no material liability or obligations obligation of any nature whatsoever (whether accrued, absolute, accrued, contingent or otherwiseotherwise and whether due or to become due) which are not adequately reserved would be required to be reflected or reflected disclosed on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. The Latest Balance Sheets have been prepared on a basis consistent with the accounting principles and practices used in preparing previous balance sheets provided to the Buyer. A true and correct copy of the April 30, 2001 balance sheet is attached as Section 4.13(b) of the Company's Disclosure Schedule. (c) No facts or circumstances exist which would give the Company included reason to believe that a material liability or obligation that, in its Quarterly Report accordance with GAAP applied on Form 10-QSB for the quarter ended May 31a consistent basis, 1998should have been reflected or disclosed on such balance sheets, except for liabilities was not so reflected or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdisclosed.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial -------------------- statements of the Company (such term for purposes of this Section 4.5, being also a reference to Cobra Golf Incorporated II, a California corporation, in respect of periods prior to September 16, 1993) and its subsidiaries at December 31, 1994, December 31, 1993, December 31, 1992, December 31, 1991 and December 31, 1990 and for the respective fiscal years then ended, and the notes thereto, reported on by Ernst & Young LLP, and the unaudited consolidated interim financial statements of the Company and its the Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at March 31, 1995, June 30, 1995 and September 30, 1995 and for the three month, six month and nine month periods then ended, which the Company has made available to Parent and Purchaser, have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated set forth in the notes thereto orcontained therein and subject, in the case of the unaudited quarterly financial statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements to normal and the published rules and regulations of the SEC with respect theretorecurring year end adjustments) on a consistent basis, and present fairly present the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of at the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications cash flows (or changes in financial position) for each of funds for the fiscal years or three month, six month or nine month periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements, ). Except as and to the absence extent reflected or reserved against in the consolidated balance sheet of footnotes the Company and its consolidated Subsidiaries at September 30, 1995 (the "Balance Sheet"), at September 30, 1995 neither the Company nor any of the Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP and normal year-end adjustments). generally accepted accounting principles to be reflected on the Balance Sheet. Since September 30, 1995, neither the Company nor any of the Subsidiaries has incurred any liabilities or obligations (a) other than those arising from operations in the ordinary course of business or (b) specifically disclosed in any document filed with the SEC prior to the date hereof or (c) those which would not, individually or in the aggregate, have a Material Adverse Effect and in any such case do not involve transactions with affiliates of the Company. Except as set forth in the SEC Filings or as otherwise contemplated by this Agreement, since September 30, 1995, the Company and the Subsidiaries have each operated only in the ordinary course of business and there have been no changes in the business, prospects, condition (financial or otherwise), assets, properties or results of operations of the Company and the Subsidiaries that would, individually or in the aggregate, have a Material Adverse Effect. Specifically, and without limiting the generality of the foregoing, since September 30, 1995 (except as set forth in the SEC Filings or as otherwise contemplated by this Agreement), (a) neither the Company nor any of the Subsidiaries has (i) amended their charter documents, by-laws or other organizational documents; (ii) issued or sold (except pursuant to the exercise of Options under the Stock Option Plan that were outstanding on Schedule 3.05(bSeptember 30, 1995) hereto for liabilities incurred since May 31any shares of its capital stock or any of its other securities or (A) granted any general increase in wage or salary rates or in employee benefits, 1998 except in the ordinary course of business consistent with past practice and practice, or (B) granted any increase in salary or in employment, retirement, severance or termination or other benefits or pay any bonus to any officer or director (except as otherwise set forth on Schedule 3.05(brequired by existing agreements, plans or arrangements), (C) hereto, entered into any employment contract with any person which the Company or the relevant Subsidiary does not have the unconditional right to terminate without material liability, (D) taken any action to cause to be exercisable any otherwise unexercisable Option under the Stock Option Plan, or (E) adopted (or amended in any manner which would, individually or in the aggregate, materially increase the benefits under) any Company Plan (as defined in Section 4.11); (vi) made any material changes in the type or amount of their insurance coverages; (vii) made any change in accounting methods, principles or practices materially affecting assets, liabilities or obligations of business, except as may be required by a change in generally accepted accounting principles; and (viii) made any nature whatsoever material tax election (whether absolute, accrued, contingent unless required by law) or otherwise) which are not adequately reserved settled or reflected on the balance sheet compromised any material income tax liability of the Company included in its Quarterly Report on Form 10-QSB for or any of the quarter ended May 31, 1998, Subsidiaries except for liabilities or obligations which if such action is taken in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsordinary course of business.

Financial Statements. (a) The Company has previously delivered to Parent Raritan Disclosure Schedule sets forth copies of the audited consolidated balance sheets statements of the Company condition of Raritan as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, stockholders' equity and cash flows for the periods ended December 31 in each of the three years 1995 through 1997, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Raritan, and the unaudited consolidated statements of condition of Raritan as of June 30, 1998 and related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months then ended May 31, 1998, included as reported in the CompanyRaritan's Quarterly Report on Form 10-QSB for the quarter ended May 31Q, 1998 filed with the SEC under the Securities and Exchange Act of 1934, as amended (the "1934 Act") (collectively, the "Raritan Financial Statements"). The audited consolidated financial statements and unaudited consolidated interim financial statements of Raritan Financial Statements (including the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedrelated notes) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoinvolved, and fairly present the consolidated financial position condition of the Company and its Subsidiaries Raritan as of the respective dates thereof set forth therein, and the related consolidated income statements of income, stockholders' equity and retained earnings cash flows fairly present the results of the consolidated operations, stockholders' equity and sources and applications cash flows of funds Raritan for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)set forth therein. (b) The books and records of Raritan and its Subsidiaries have been and are being maintained in material compliance with applicable legal and accounting requirements, and reflect only actual transactions. (c) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31and to the extent reflected, disclosed or reserved against in the Raritan Financial Statements (including the notes thereto), as of June 30, 1998 in the ordinary course neither Raritan nor any of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoits Subsidiaries had any material liabilities, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved otherwise material to the business, operations, assets or reflected on financial condition of Raritan or any of its Subsidiaries. Since June 30, 1998 and to the balance sheet date hereof, neither Raritan nor any of its Subsidiaries have incurred any material liabilities except in the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998ordinary course of business and consistent with prudent banking practice, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsas specifically contemplated by this Agreement.

Financial Statements. (a) The Company Fifth Third has previously delivered made available to Parent First National Bankshares true and correct copies of (i) the audited consolidated balance sheets of the Company Fifth Third and its Subsidiaries as of November 30December 31, 19952001, November 302002 and 2003 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the fiscal years ended December 31, 1996 2001 through 2003, inclusive as reported in Fifth Third’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “Fifth Third 10-K”) and November 30as updated on Form 8-K filed April 14, 19972004 to reflect Fifth Third’s adoption on a retroactive basis of the fair value provisions of SFAS No. 123 “Accounting for Stock Based Compensation,” filed with the SEC under the Exchange Act and accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Fifth Third, and (ii) the unaudited consolidated balance sheet of Fifth Third and its Subsidiaries as of March 31, 2003 and 2004, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997three-month periods then ended, inclusive, included as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Fifth Third’s Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed with 2004 (the SEC under the Exchange Act“Fifth Third 10-Q”). The audited consolidated financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity, cash flows and unaudited consolidated interim financial statements position of the Company Fifth Third and its Subsidiaries included for the respective fiscal periods or incorporated by reference in as of the Company SEC Reports (as hereinafter defined) filed on or after November 30respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject to normal recurring adjustments in the case of the unaudited statements; each of such statements (including the related notes, as permitted by Form 10-QSB), complied as of their respective dates where applicable) complies in all material respects 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 prepared in all material respects in accordance with accounting principles generally accepted in the United States (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company Fifth Third and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company MSB has previously delivered made available to Parent MCBF copies of (i) the audited consolidated balance sheets of the Company MSB and its Subsidiaries as of November June 30, 1995, November 30, 1996 2002 and November 30, 1997, 2001 and the related consolidated statements of income, cash flows and changes in stockholders' ’ equity and cash flows for each of the fiscal years 1996 through 1997, inclusive, included in the Company's two-year period ended June 30, 2002, together with the notes thereto, accompanied by the audit report of MSB’s independent public auditors, as reported in MSB’s Annual Report on Form 10-KSB for the fiscal year ended November June 30, 1997 2002 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (ii) the unaudited consolidated balance sheets sheet of the Company MSB and its Subsidiaries as of May March 31, 1998, 2003 and the related unaudited consolidated statements of income and income, cash flows and changes in stockholders’ equity for the six nine months ended May March 31, 19982003 and 2002, included as reported in the Company's MSB’s Quarterly Report on Form 10-QSB for the quarter period ended May March 31, 1998 2003 filed with the SEC under the Exchange ActSEC. The audited consolidated Such financial statements were prepared from the books and unaudited consolidated interim financial statements records of the Company MSB and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30Subsidiaries, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company MSB and its Subsidiaries in each case at and as of the dates thereof indicated and the consolidated income and results of operations, retained earnings and sources cash flows of MSB and applications of funds its Subsidiaries for the periods then ended (subjectindicated, and, except as otherwise set forth in the case of any notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim financial statements, periods are subject to the absence of footnotes required by GAAP and normal year-end adjustments). adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 which will not be material individually or in the ordinary course aggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of business consistent with past practice MSB and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not its Subsidiaries have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000been, and there do not exist are being, maintained in all respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) The Company Borrower has previously heretofore delivered to Parent the Lenders through the Administrative Agent copies of (i) the audited consolidated balance sheets Consolidated Balance Sheet of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as of January 3, 2004, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for the fiscal year then ended, and (ii) the unaudited Consolidated Balance Sheet of the Borrower and its Subsidiaries as of April 3, 2004, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for the fiscal quarter then ended. The financial statements referred to in (i) and (ii) immediately above, including all related notes and schedules, are herein referred to collectively as the "FINANCIAL STATEMENTS". The Financial Statements fairly present the Consolidated financial condition and results of the operations of the Borrower and the Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods indicated therein and, except as noted therein, have been prepared in conformity with GAAP as then ended in effect. Neither the Borrower nor any of the Subsidiaries has any obligation or liability of any kind (subjectwhether fixed, accrued, contingent, unmatured or otherwise) which, in accordance with GAAP as then in effect, should have been disclosed in the Financial Statements and was not. During the period from January 3, 2004 to and including the Effective Date there has been no Material Adverse change, including as a result of any change in law, in the case of any unaudited interim consolidated financial statementscondition, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31operations, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Property of the Company included in its Quarterly Report on Form 10-QSB for Borrower and the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries taken as a whole.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets or attached to Section 3.07(b) of the Company as of November 30Disclosure Schedule, 1995, November 30, 1996 and November 30, 1997, the following financial statements (collectively the “Financial Statements”): (i) the Company’s consolidated audited balance sheets and the related consolidated statements of incomeoperations, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of comprehensive (loss) income and cash flows as of and for the six months stated years ended May 31September 30, 19982008, included in 2007, and 2006, and (ii) the Company's Quarterly Report on Form 10-QSB ’s consolidated unaudited balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive (loss) income and cash flows as of and for the quarter interim periods beginning October 1, 2008 and ended May 31June 30, 1998 filed with 2009 (collectively, the SEC under “Most Recent Financial Statements”) (the Exchange Actmonth ended June 30, 2009 is hereinafter referred to as the “Most Recent Fiscal Month End”). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("“GAAP") consistently ”), applied during on a consistent basis throughout the periods involved (except to the extent required by changes in GAAP or as may be indicated in the notes thereto orthereto, in the case of the unaudited statementsif any) (hereinafter, as permitted by Form 10-QSB), complied as of their respective dates “Consistently Applied”) and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations for the periods then ended (subjectindicated; provided, in that, the case of any unaudited interim financial statements, Most Recent Financial Statements are subject to the absence of footnotes required by GAAP and normal year-end adjustments). audit adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected material on the balance sheet a consolidated basis) and omit footnotes and other presentation items which are required by GAAP. The Financial Statements reflect all adjustments necessary for a fair presentation of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsfinancial information contained therein.

Financial Statements. (a) The Company SCAN Group has previously delivered made available to Parent copies of CareOregon (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements of SCAN Group and its Affiliates as of and for the year ending December 31, 2021 (the “SCAN Group Audited Financial Statements”), and (ii) unaudited consolidated interim financial statements of for the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed nine-month period ending on or after November September 30, 1995 2022 (the “SCAN Group Recent Financial Statements” and together with the SCAN Group Audited Financial Statements, the “SCAN Group Financial Statements”). The SCAN Group Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the year covered by such SCAN Group Financial Statements. The SCAN Group Financial Statements have been prepared from, and are in accordance with, the books and records of SCAN Group and its Affiliates ("GAAP") consistently applied during which books and records are complete and correct in all material respects), and present fairly, in all material respects, SCAN Group’s and its Affiliates’ financial position and results of operations and cash flows as of the dates and for the periods involved (indicated therein, except as may that the SCAN Group Recent Financial Statements do not contain footnotes and are subject to normal year-end adjustments consistent with customary practices that will not be indicated material in amount or effect, either individually or in the aggregate. (b) Section 5.4(b) of the Disclosure Schedules contains true, correct and complete copies of (x) (A) the audited balance sheets of each Financially Regulated Subsidiary that is a SCAN Company as of and for the years ended December 31, 2020 and December 31, 2021, and (B) the related audited statements of income, retained earnings and changes in financial position, together with all related notes thereto orand schedules thereto, accompanied by the reports thereon of the applicable Financially Regulated Subsidiary’s accountants, in the case of each of clause (A) and clause (B), except to the extent the Financially Regulated Subsidiary that is a SCAN Company is included, either on a standalone or consolidated basis, in the SCAN Group Audited Financial Statements, and (y) the unaudited statementsfinancial statements of each Financially Regulated Subsidiary that is a SCAN Company for the period ended September 30, 2022 (the “Latest SCAN Group Regulated Financial Statements” and collectively referred to herein as the “SCAN Group Regulated Financial Statements”). Each of the SCAN Group Regulated Financial Statements have been prepared from, and are in accordance with, the books and records of the Financially Regulated Subsidiary (which books and records are complete and correct in all material respects), and present fairly, in all material respects, such Financially Regulated Subsidiary’s financial position and results of operations and cash flows of the Financially Regulated Subsidiary as of the dates and for the periods indicated therein and have been prepared in accordance with STAT or GAAP, as permitted by Form 10applicable, in each case, consistently applied throughout the periods covered thereby and except that the unaudited SCAN Group Regulated Financial Statements do not contain footnotes and are subject to normal year-QSB)end adjustments consistent with customary practices that will not be material in amount or effect, complied as either individually or in the aggregate. (c) Each Financially Regulated Subsidiary that is a SCAN Company has devised and maintained systems of their respective dates internal accounting controls with respect to its business sufficient to provide reasonable assurances that (i) all transactions are executed in all material respects in accordance with applicable accounting requirements and management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the published rules and regulations preparation of the SEC audited financial statements in conformity with respect theretoSTAT or GAAP, as applicable, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds to maintain proper accountability for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.items and

Financial Statements. (a) The Company Except as set forth in Section 4.8(a) of the Sellers Disclosure Letter, Purchaser has previously delivered to Parent copies of been provided with (i) a consolidated income statement for the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, Acquired Subsidiaries and the related consolidated statements of incomeJoint Ventures, changes in stockholders' equity and cash flows after giving effect to the transactions contemplated by Section 6.14, for the fiscal years 1996 through 199712 months ended December 31, inclusive2004 (the "Income Statement"), included in (ii) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed December 31 Balance Sheet (together with the SEC under Income Statement, the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31"Financial Information"), 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim (iii) financial statements of each of the Company Domestic Insurance Companies as of and its Subsidiaries included or incorporated by reference in for the Company SEC Reports (year ended December 31, 2003 and as hereinafter defined) filed on or after November of and for each of the quarters ended March 31, 2004, June 30, 1995 have 2004 and September 30, 2004, prepared in accordance with applicable SAP (collectively, the "Domestic SAP Financial Information") and (iv) a statement of local statutory capital requirements as of September 30, 2004 for the International Insurance Companies (the "International Insurance Company Financial Information" and, together with the Domestic SAP Financial Information, the "Insurance Company Financial Information"). (b) The Financial Information has been derived from the accounting books and records of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during applied, subject only to normal recurring year-end adjustments and the periods involved (absence of notes and except as may be indicated provided in the notes thereto orFinancial Information. The December 31 Balance Sheet presents fairly in all material respects the financial position of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, as at the date thereof, and the Income Statement presents fairly in all material respects the results of operations of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, for the period indicated. Except as set forth in Section 4.8(b) of the Sellers Disclosure Letter, the Domestic SAP Financial Information has been prepared in all material respects in accordance with SAP. The Domestic SAP Financial Information presents fairly, in all material respects, the financial condition of each of the Domestic Insurance Companies and results of operations of each Domestic Insurance Company as of the dates and periods specified therein in conformity with SAP. The International Insurance Company Financial Information reflects in all material respects the statutory capital requirements of the applicable jurisdictions. (c) The reserves for payment of benefits, losses, claims and expenses under all insurance policies and contracts of each Insurance Company in force as of the date of the applicable financial statement reflected in, or included with, in the case of the unaudited statementsDomestic Insurance Companies, the SAP Financial Statements and the GAAP Financial Statements, were determined in accordance with SAP or GAAP, as permitted by Form 10-QSB)applicable, complied as consistently applied throughout the specified period and, in the case of the International Insurance Subsidiaries, reflected in or included with the appropriate financial statements filed in their respective dates local jurisdictions, were determined in accordance with the applicable accounting procedures consistently applied throughout the period, and, in all cases, were calculated, in all material respects, in accordance with generally accepted actuarial principles. (d) The Business maintains a system of internal accounting controls sufficient to comply in all material respects with applicable all legal and accounting requirements and applicable to the published rules and regulations Business. There are no significant deficiencies in the internal accounting controls of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) Business which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could would reasonably be expected to result adversely affect in such liabilities any material respect the ability of the Business to record, process, summarize and report financial data. Neither Parent nor any Seller has received or obligationsotherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any material complaint, allegation, assertion or claim that the Business has engaged in questionable accounting or auditing practices.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated, consistent with the books and records of the Company and the Company Subsidiaries, and in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (subjectexcept as may be indicated in the notes to such financial statements or, in the case of any unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), except that the unaudited interim financial statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2010 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982010 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, except as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since January 1, 2008 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. If the Company will be a “significant subsidiary” (as such term is defined in Article 1 of Regulation S-X promulgated under the Exchange Act) of Parent upon consummation of the Merger, the parties agree that failure of the Company’s chief executive officer or chief financial officer to provide an unqualified certification in any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for liabilities assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board of Directors have not been advised of (A) any significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting which adversely affect the Company’s ability to record, process, summarize and report financial information, and there do (B) any fraud, whether or not exist material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any circumstances that could reasonably significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report or in any form, report or document filed by the Company with the SEC has been so disclosed and each significant deficiency and material weakness previously so disclosed have been remediated. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The Nasdaq Stock Market. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectindicated, in consistent with the case books and records of any the Company and the Company Subsidiaries, except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2008 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982008 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, except as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since June 30, 2006 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. (c) The Company maintains a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for liabilities external purposes in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board of Directors have been advised of all significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting existing on or prior to the date hereof which adversely affect the Company’s ability to record, process, summarize and report financial information, each of which is set forth in Section 3.6(c) of the Company Disclosure Schedule, and there do have not exist been advised of any circumstances fraud, whether or not material, that could reasonably involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report or in any form, report or document filed by the Company with the SEC has been so disclosed. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of (a) the audited consolidated balance sheets sheet of the Company and its Subsidiaries as of November 30, 1995, November 30, 1996 and November 30, 1997December 31 for the fiscal year 2006, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 19972005 and 2006, inclusiveaccompanied by the audit report of ▇▇▇▇▇ ▇▇▇▇▇▇ Company LLP, included in independent public accountants with respect to the Company's Annual Report on Form 10-KSB Company (the “2006 Audited Financial Statements”) and (b) the consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year three-month period then ended November 30, 1997 filed with (the SEC under the Exchange Act“March 31 Unaudited Financial Statements”). The Company has also previously delivered to Parent copies Except as described in Section 4.7 of the unaudited Company Disclosure Schedule, each of the December 31, 2006 and March 31, 2007 consolidated balance sheets of the Company as of May 31, 1998, and (including the related unaudited consolidated statements of income and cash flows for the six months ended May 31notes, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedwhere applicable) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof date of such balance sheet, and the consolidated income other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and retained earnings and sources and applications of funds for the periods then ended financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of any each of the unaudited interim financial statements, to the absence of footnotes required by GAAP recurring audit adjustments normal in nature and normal year-end adjustmentsamount). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations results of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet consolidated operations and consolidated financial position of the Company included and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in its Quarterly Report on all material respects, 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 the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB for Q of the quarter ended May 31, 1998, except for liabilities or obligations which in SEC. The books and records of the aggregate do not exceed $100,000Company and its Subsidiaries have been, and there do not exist are being, maintained in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother applicable legal and accounting requirements.

Financial Statements. (ai) The Company has previously delivered to Parent copies of the audited each Purchaser (x) consolidated balance sheets of the Company as of November 30December 31, 1995, November 30, 1996 1994 and November 30, 1997, 1993 and the related consolidated statements of incomeoperations, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the Company for each of the years ended December 31, 1994, 1993 and 1992, accompanied by the related audit report of Deloitte & Touche LLP, and (y) an unaudited consolidated balance sheets sheet of the Company as of May 31June 30, 1998, 1995 and the related unaudited consolidated statements of income operations, changes in shareholders' equity and cash flows of the Company for the six months ended May 31June 30, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act1995. The audited consolidated foregoing financial statements and unaudited consolidated interim statements, as well as the financial statements of the Company and its Subsidiaries included to be delivered pursuant to Section 5.7(a) hereof (collectively the "Company Financial Statements"), fairly present or incorporated by reference in will fairly present, as the case may be, the consolidated financial condition of the Company SEC Reports as of the respective dates set forth therein, and the consolidated results of operations, changes in shareholders' equity and cash flows of the Company for the respective periods or as of the respective dates set forth therein. (ii) Each of the Company Financial Statements has been or will be, as hereinafter defined) filed on or after November 30the case may be, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (involved, except as may be indicated in the notes thereto orstated therein, in the case and except that unaudited Company Financial Statements need not contain all of the unaudited statementsfootnote and line item disclosures that would be required for financial statements prepared in accordance with generally accepted accounting principles. The books and records of the Company and the Bank are being maintained in material compliance with applicable legal and accounting requirements, as permitted by Form 10-QSB), complied as of their respective dates and such books and records accurately reflect in all material respects with applicable accounting requirements all dealings and the published rules and regulations transactions in respect of the SEC with respect theretobusiness, assets, liabilities and fairly present the consolidated financial position affairs of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)Bank. (biii) Except to the extent (x) reflected, disclosed or provided for in the consolidated statement of financial condition of the Company as set forth on Schedule 3.05(bof June 30, 1995 (including related notes) hereto for and (y) of liabilities incurred since May 31, 1998 such date in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobusiness, neither the Company does not have nor the Bank has any liabilities or obligations of any nature whatsoever (liabilities, whether absolute, accrued, contingent or otherwise) , which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationswould have a Material Adverse Effect.

Financial Statements. (aA) The Company has previously delivered to Parent Schedule 4.6 contains copies of the following financial statements: (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the Company Subsidiaries as at December 31, 2001, 2002 and 2003 and related audited consolidated statements of income, income and changes in stockholders' equity and cash flows financial position for each of the fiscal years 1996 through 1997ended on those dates, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under reports thereon of KPMG LLP, certified independent public accountants (such audited financial statements being hereinafter referred to as the Exchange Act. The "Audited Financial Statements" and the audited consolidated balance sheet of the Company has also previously delivered and the Company Subsidiaries as at December 31, 2003 being hereinafter referred to Parent copies of as the "December 31, 2003 Balance Sheet"); (ii) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the Company Subsidiaries as at September 30, 2003 and 2004 and related unaudited consolidated statements of income and cash flows changes in financial position for the six months nine-month periods ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated those dates (such unaudited financial statements being hereinafter referred to as the "Interim Financial Statements" and such unaudited consolidated interim financial statements balance sheet of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Subsidiaries as at September 30, 2004 being hereinafter referred to as the "September 30, 2004 Balance Sheet"); (iii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as hereinafter definedat October 31, 2004 and related unaudited consolidated statement of income (the "October 2004 Financial Statements"); and (iv) filed on or after the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as at November 30, 1995 have been 2004 and related unaudited consolidated statement of income (the "November 2004 Financial Statements"). (B) The Audited Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved (except as may be indicated in the notes thereto orthereto). The Audited Financial Statements have been audited by KPMG LLP, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries at the respective dates thereof and the consolidated results of operations of the Company and the Company Subsidiaries for the respective periods then ended. (C) The Interim Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with the application of such principles applied in the preparation of the Audited Financial Statements. The Interim Financial Statements do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Company and the Company Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and indicated therein except as otherwise set forth on Schedule 3.05(btherein. (D) hereto, The October 2004 Financial Statements and the Company does not have any liabilities or obligations November 2004 Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with the application of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on such principles applied in the balance sheet preparation of the Audited Financial Statements. The October 2004 Financial Statements and the November 2004 Financial Statements accurately reflect the consolidated financial position and the consolidated results of operations of the Company included in its Quarterly Report on Form 10-QSB and the Company Subsidiaries for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsrespective periods covered thereby.

Financial Statements. (a) The Company has previously delivered made available to Parent copies the Purchaser, or indicated the online location of, a copy of the its audited consolidated balance sheets of the Company financial statements (i) as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30December 31, 1997 filed with 2000 and 1999 certified by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company "Audited 2000 Financials", and (ii) as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31June 30, 19982001 (the Audited 2001 Financials") certified by ▇▇▇▇▇▇ & Co., included in and with true and complete copies of each registration statement and proxy statement (including supplements and amendments thereto) filed by the Company with the Securities and Exchange Commission (the "SEC") since June 30, 2001 and of the following reports filed by the Company with the SEC: the Company's Annual Reports on Form 10-K[SB] for each of the two fiscal years in the periods ended December 31, 1999, and 2000, and the six months ending June 30, 2001, and all Quarterly Report Reports on Form 10-QSB for and all Current Reports on Form 8-K filed after June 30, 2001 (the quarter ended May 31, 1998 filed with the "SEC under the Exchange ActFilings"). The Company Financial Statements and the audited consolidated year-end and unaudited interim financial statements and unaudited consolidated interim financial statements schedules contained in the SEC Filings (or incorporated therein by reference) were prepared in accordance with the books and records of the Company in all material respects and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved (involved, except as may be indicated otherwise noted therein and except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the notes thereto or, in the case aggregate are not material. Each of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and financial statements referred to above fairly presents the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof set forth therein or the results of operations and changes in financial position of the consolidated income and retained earnings and sources and applications of funds Company for the respective fiscal periods then ended (subjector as of the respective dates set forth therein, except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the aggregate are not material. Each such registration statement, proxy statement and SEC Filing did not, on the date of effectiveness in the case of any unaudited interim financial such registration statements, to on the absence date of footnotes required by GAAP mailing and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 the date of any stockholder meetings in the ordinary course case of business consistent with past practice such proxy statements and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet date of filing in the case of such SEC Filings, 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 light of the Company included in circumstances under which they were made, not misleading. Each SEC filing, as of the date of its Quarterly Report on Form 10-QSB for filing, complied as to form with the quarter ended May 31requirements of the Securities Exchange Act of 1934, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsas amended.

Financial Statements. (a) The Company has previously delivered furnished to Parent copies of the audited consolidated balance sheets of Investors the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim following financial statements of the Company and its Subsidiaries included or incorporated on a consolidated basis, copies of which are attached to Schedule 2.5: (i) the audited balance sheets for the fiscal years ended December 31, 2004, December 31, 2003 and December 31, 2002 and the related audited statements of income, retained earnings and cash flows for the fiscal years then ended, with a report thereon by reference the independent certified public accountants of the Company, and (ii) the Company’s unaudited balance sheet as at December 31, 2005 (the “Base Balance Sheet”) and the related unaudited consolidated statements of income, retained earnings and cash flows for the twelve-month period then ended (the financial statements attached to Schedule 2.5, the “Financial Statements”). The Financial Statements are consistent in all material respects with the books and records of the Company SEC Reports (as hereinafter defined) filed and fairly present, in conformity with GAAP applied on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income its results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements; provided, to however, that any such normal and recurring year end adjustments will not have a material effect on the absence financial results, results of footnotes required by operations and/or cash flows reported in such unaudited financial statements). Except as set forth in Schedule 2.5, neither the Company nor any Subsidiary has entered into any transactions involving the factoring of receivables, synthetic leases, off balance sheet research and development arrangements or the use of special purpose entities for any off balance sheet activity. The Company’s revenue recognition policies and the application of those policies comply with applicable standards under GAAP applied on a consistent basis. To the knowledge of the Management Stockholders, the Financial Statements are true and normal year-end adjustments)correct in all material respects as of the date thereof. (b) Except As of the Closing, after giving effect to the transactions contemplated by this Agreement, including the Merger and the payment of any transaction-related expenses, the Company will have (i) net working capital (defined, for purposes of this Section 2.5(b), as current assets minus current liabilities) of not less than $7,500,000, (ii) cash and cash equivalents of not less than $19,500,000 and (iii) no indebtedness for borrowed money other than as set forth in Schedule 2.5, in each case determined in accordance with GAAP applied on Schedule 3.05(b) hereto for liabilities incurred since May a consistent basis. From October 31, 1998 in 2005 (the ordinary course “Reference Date”) to the date hereof, there has not been any declaration, setting aside or payment of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, any dividend by the Company does not have or any liabilities Subsidiary, or obligations the making of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on other distribution in respect of the balance sheet capital stock of the Company included in or any Subsidiary, or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any shares of its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationscapital stock.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Seller and the Subsidiaries as of November 30December 27, 1995, November 30, 1996 and November 30, 1997, 1998 and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows changes in financial position for the fiscal years 1996 through 1997year then ended, inclusiveincluding the notes thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 1997 filed with the SEC under the Exchange Act. The Company has also previously independent certified public accountants, which have been delivered to Parent copies Buyer, set forth the consolidated financial position of the unaudited Seller and the Subsidiaries as at such date and the consolidated balance sheets results of operations of the Company as of May 31, 1998, Seller and the related unaudited consolidated statements of income and cash flows Subsidiaries for the six months ended May 31such period, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared each case in accordance with generally accepted accounting principles consistently applied. (The foregoing consolidated financial statements of the Seller and the Subsidiaries as of December 27, 1998 and for the year then ended are sometimes herein called the "GAAPAudited Financials.") consistently applied during The unaudited consolidated balance sheet of the periods involved (except Seller and the Subsidiaries as may be indicated in of September 26, 1999, and the related consolidated statement of income, including the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present which have been delivered to Buyer, set forth the consolidated financial position of the Company Seller and its the Subsidiaries as at such date and the results of operations of the dates thereof Seller and the consolidated income and retained earnings and sources and applications of funds Subsidiaries for the periods thirty-nine weeks then ended (subjectended, in each case in conformity with generally accepted accounting principles applied on a basis consistent with that of the case of any unaudited interim financial statements, Audited Financials (subject to the absence of footnotes required by GAAP and normal year-end adjustments). . The foregoing unaudited consolidated financial statements of the Seller and the Subsidiaries as of September 26, 1999 and for the thirty-nine weeks then ended are sometimes herein called the "Interim Financials," the consolidated balance sheet included in the Interim Financials is sometimes herein called the "Balance Sheet" and September 26, 1999 is sometimes herein called the "Balance Sheet Date". To the knowledge of the Seller, except as fully reflected in the Interim Financial Statements, the Seller and the Subsidiaries do not have any direct or indirect indebtedness, liability, Claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, of any kind ("Liabilities") except for (a) liabilities that will be fully discharged in the Case at the Effective Date, (b) Except as set forth liabilities arising after the Petition Date reflected on Schedule 3.05(bthe Balance Sheet or described in Seller's Disclosure Memorandum or in the notes to the Audited Financials or Interim Financials, and (c) hereto for liabilities incurred that have arisen since May 31, 1998 the Balance Sheet Date in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included Seller and the Subsidiaries and that are similar in its Quarterly Report on Form 10-QSB for nature and amount to the quarter ended May 31, 1998, except for liabilities or obligations which that arose during the comparable period of time in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsimmediately preceding fiscal period.

Financial Statements. (a) The Section 2.7(a) of the Company has previously delivered to Parent Disclosure Schedule includes true and complete copies of (i) the Company’s audited consolidated financial statements which comprise the consolidated balance sheets of the Company as of November 30at December 31, 1995, November 30, 1996 2015 and November 30, 19972014, and the related consolidated statements of incomeoperations, changes in stockholders' equity equity, and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May December 31, 19982015 and the period from March 24, 2014 (inception) to December 31, 2014, and the related notes to the consolidated financial statements, (ii) the Company’s unaudited consolidated financial statements which comprise the consolidated balance sheets at December 31, 2016, and the related consolidated statements of income operations, equity, and cash flows for the six months ended May 31year then ended, 1998and the related notes to the consolidated financial statements, included in (iii) the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and ’s unaudited consolidated interim balance sheet as of March 31, 2017, and (iv) the Company’s unaudited consolidated statements of operations, and cash flows for the three months ended March 31, 2017 (collectively, the “Company Financials”). The Company Financials (A) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the footnotes to such Company Financials and that unaudited financial statements may not have notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (B) fairly present, in all material respects, the financial position and operating results of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated therein. (b) Each of the Company and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and its Subsidiaries included or incorporated by reference in conformity with GAAP and to maintain accountability of the Company SEC Reports Company’s and its Subsidiaries’ assets; (as hereinafter definediii) filed on or after November 30, 1995 have been prepared access to the Company’s and its Subsidiaries’ assets is permitted only in accordance with generally accepted management’s general or specific authorization; and (iv) the recorded accountability for the Company’s and its Subsidiaries’ assets is compared with the existing assets at regular intervals and appropriate action is taken with respect to any differences. The Company and each of its Subsidiaries maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) Section 2.7(c) of the Company Disclosure Schedule lists, and the Company has delivered to Meerkat accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Company or any of its Subsidiaries since January 1, 2015. (d) Since January 1, 2015, there have been no formal internal investigations regarding financial reporting or accounting principles policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the Company Board or any committee thereof. Since January 1, 2015, neither the Company nor its independent auditors have identified ("GAAP"i) consistently applied during the periods involved (except as may be indicated any significant deficiency or material weakness in the notes thereto ordesign or operation of the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company, any of its Subsidiaries, the Company’s management or other employees who have a role in the case preparation of financial statements or the unaudited statements, as permitted internal accounting controls utilized by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as or (iii) any claim or allegation regarding any of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)foregoing. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent of the Pinnacle Disclosure Schedule contains true, complete and correct copies of the audited consolidated balance sheets of the Company Pinnacle and its consolidated Subsidiaries as of November 30July 31, 19952003, November 30July 31, 1996 2002 and November 30July 31, 19972001, and the related audited consolidated statements of incomeoperations, changes in stockholderscash flows and shareholders' equity of Pinnacle and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB its consolidated Subsidiaries for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May July 31, 19982003 (the "Latest Pinnacle Balance Sheet Date"), July 31, 2002 and for the period from March 29, 2001 (Pinnacle's date of incorporation) to July 31, 2001 (Pinnacle had no operations until May 22, 2001, the date on which Pinnacle consummated the acquisition of certain assets and the assumption of certain liabilities of Vlasic Foods International Inc.'s North American business), and the related unaudited consolidated notes thereto (such audited financial statements collectively being referred to herein as the "Pinnacle Financial Statements"), accompanied by a true and correct copy of income the reports thereon of PricewaterhouseCoopers LLP, independent public accountants, and cash flows for all letters from such auditors concerning internal control commentary resulting from the six months ended May 31conducting of such audit. The Pinnacle Financial Statements, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed together with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30notes thereto, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved covered thereby (except as may be indicated to the extent disclosed therein or required by changes in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates GAAP) and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition and results of the Company operations of Pinnacle and its consolidated Subsidiaries as of the respective dates thereof and the consolidated income and retained earnings and sources and applications of funds for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)covered thereby. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company Saratoga has previously delivered to Parent SJNB copies of (a) the audited consolidated balance sheets statements of the Company financial condition of Saratoga and its Subsidiaries, as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the CompanySaratoga's Annual Report Reports on Form 10-KSB K for the relevant fiscal year ended November 30, 1997 years filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the report of Deloitte & Touche LLP, independent auditors with respect to Saratoga (the consolidated financial statements of Saratoga and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "Saratoga Consolidated Financial Statements"). The Company has also previously delivered Each of the financial statements referred to Parent copies in this Section 3.1(d) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 5.14 hereof will fairly present (subject, in the cases of the unaudited consolidated balance sheets statements, to normal recurring and year-end audit adjustments, none of which are expected to be material in nature or amount), the results of the Company consolidated operations and changes in shareholders' equity and consolidated financial condition of Saratoga and its Subsidiaries for the respective fiscal periods or as of May 31the respective dates therein set forth. Each of such statements (including the related notes, 1998where applicable) complies, and the related unaudited consolidated financial statements of income referred to in Section 5.14 hereof will comply, in all material respects, with applicable accounting requirements and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the published rules and regulations of the SEC under with respect thereto and each of such statements (including the Exchange Act. The audited consolidated related notes, where applicable) has been, and the financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference referred to in the Company SEC Reports (as hereinafter defined) filed on or after November 30Section 5.14 will be, 1995 have been prepared prepared, in all material respects, in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved (involved, except in each case as may be indicated in such statements or in the notes thereto or, in the case of the unaudited statementsstatements (subject to normal recurring and year-end audit adjustments), as permitted by Form 10-QSB)Q. The books and records of Saratoga and its Subsidiaries have been, complied as of their respective dates and are being, maintained where required in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and, where such books and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of records purport to reflect any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretotransactions, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which transactions so reflected are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsactual transactions.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated combined balance sheets of the Company Business as of November 30at September 25, 19952009 and September 24, November 30, 1996 and November 30, 19972010, and the related consolidated audited combined statements of incomeoperations, changes in stockholders' parent company equity and cash flows of the Business for the fiscal years 1996 through 1997ended September 26, inclusive2008, included in September 25, 2009 and September 24, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's Annual Report on Form 10-KSB for ’s independent auditors (collectively, the fiscal year ended November 30, 1997 filed with “Audited Financial Statements”) and the SEC under the Exchange Act. The Company has also previously delivered to Parent copies unaudited combined balance sheet of the unaudited consolidated balance sheets of the Company Business as of May 31at June 25, 19982010 (“June 25, 2010 Balance Sheet”), and the related unaudited consolidated combined statements of income operations, parent company equity and cash flows of the Business for the six months period ended May 31June 25, 19982010, together with all related notes and schedules thereto (together with the Audited Financial Statements, the “Financial Statements”) are included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSchedule 2.5. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during based on the periods involved separate books and records of the Business and Seller Parent (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates (ii) have been prepared in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended GAAP consistently applied (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsadjustments which will not be material in nature or amount to the Company and its Subsidiaries and the Business taken as a whole), (iii) present fairly in all material respects the combined financial position, the results of operations and cash flows of the Business and the Company and the Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein after taking account of the Reorganization and (iv) have been prepared in accordance with (A) the carve out guidelines included in SEC Staff Accounting Bulletin Topic 1-B and (B) the guidelines for accounting for the spin-off of a subsidiary in SEC Staff Accounting Bulletin Topic 5-Z.7. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoThe Company, the Company does Subsidiaries and the Business maintain, and have maintained since September 27, 2007, a system of internal controls over financial 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 and the preparation of financial statements in accordance with GAAP. Seller has disclosed, based on the most recent evaluation undertaken in connection with Seller Parent’s financial statements, to its external accountants (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or Seller Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Seller Parent’s internal controls over financial reporting. (c) Since October 1, 2007, no director, officer, external auditor or external accountant of Seller or its Affiliates (including the Company and any liabilities Company Subsidiary) or, to the Knowledge of Seller, any employee (other than officers) or obligations representative of Seller or its Affiliates (including the Company and any Company Subsidiary), has received or otherwise been made aware of any nature whatsoever (material complaint, allegation, assertion or claim, whether absolutewritten or oral, accruedregarding the accounting or auditing practices, contingent procedures, methodologies or otherwise) which are not adequately reserved or reflected on the balance sheet methods of the Business, the Company included or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in its Quarterly Report on Form 10-QSB questionable accounting or auditing practices. (d) Schedule 2.5(d) sets forth an accurate and complete copy of the capital expenditure budget for the Business on a combined basis for the fiscal quarter ended May 31beginning September 25, 19982010 and the fiscal quarter beginning on December 25, except for liabilities or obligations which in 2010 (the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations“Capital Expenditure Budget”).

Financial Statements. (a1) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company and the Company Subsidiaries as of November 30December 31, 1995, November 30, 1996 2006 and November 30, 1997, 2005 and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal three years 1996 through 1997ended December 31, inclusive2006, together with the notes thereto, certified by PricewaterhouseCoopers LLP and included in the Company's ’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2006 (the “Company 10-K”), as filed with the SEC under U.S. Securities and Exchange Commission (the Exchange Act. The Company has also previously delivered to Parent copies of “SEC”), and the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of May 31September 30, 1998, 2007 and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows for the six months ended May 31, 1998quarter then ended, included in the Company's ’s Quarterly Report on Form 10-QSB Q for the quarter period ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November September 30, 1995 2007 (collectively, the “Company Financial Statements”) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates on a consistent basis and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries as of at the dates thereof and the consolidated income results of operations and retained earnings cash flows of the Company and sources and applications of funds the Company Subsidiaries for the periods then ended stated therein (subject, subject to the absence of notes and year-end audit adjustments in the case of any interim unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b2) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the The audited balance sheet sheets of the Company included in its Quarterly Report on Form 10-QSB Insurance Subsidiaries as of December 31, 2006 and the related statements of income, stockholders’ equity and cash flows for the quarter year thus ended, and their respective annual statements for the fiscal year ended May December 31, 19982006 (the “Insurance Subsidiary Annual Statements”), except as filed with any applicable Regulators, have been prepared in accordance with SAP (as defined below) applied on a consistent basis and present fairly in all material respects their respective statutory financial conditions as of such date and the results of their respective operations and cash flows for liabilities the year then ended. As used herein, “SAP” means the accounting procedures and practices prescribed or obligations which permitted from time to time by the National Association of Insurance Commissioners and adopted, permitted or promulgated by the respective states of incorporation of the Company Insurance Subsidiaries and applied in a consistent manner throughout the aggregate do not exceed $100,000periods involved. The balance sheets of the Company and the Company Subsidiaries at dates after December 31, 2006, and there do not exist any circumstances that could reasonably be expected the related statements of income, stockholders’ equity and cash flows, which have been filed with Regulators, copies of which have been made available to result the Investor by the Company, have been prepared in accordance with SAP applied on a consistent basis and present fairly in all material respects the applicable Company Insurance Subsidiaries’ respective statutory financial conditions as of such liabilities or obligationsdates and the results of their respective operations and cash flows.

Financial Statements. (a) The Company Motoguzzi has previously caused to be delivered to Parent copies North consolidated financial statements of Motoguzzi for the audited consolidated balance sheets of the Company as of November 30, 1995, November 30years ended December 31, 1996 and November 1997 audited and reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, and unaudited consolidated financial statements of Motoguzzi for the year ended December 31, 1995 and for the three months ended March 31, 1998 and March 31, 1997 and summary unaudited consolidated financial statements for the three and six month periods ended June 30, 19971998 and June 30, 1997 (collectively, the "Motoguzzi Financial Statements"). The Motoguzzi Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of Motoguzzi as at the respective dates thereof and the related consolidated statements results of income, changes in stockholders' equity operations and cash flows of Motoguzzi for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared periods indicated in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements noted therein) and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments), and in the case of summary financial statements, to omission of certain items customarily included in interim financial statements. (b) Except as set forth for liabilities, costs, expenses, debts, commitments or obligations arising in connection with this Agreement and the transactions contemplated hereby, or resulting from actions taken in furtherance of the transactions identified in Items 1 through 4 of SCHEDULE 3.08 of the Motoguzzi Disclosure Schedules attached hereto, to the knowledge of Motoguzzi, Motoguzzi, on Schedule 3.05(b) hereto a consolidated basis, has no debts, liabilities, commitments or obligations (including, without limitation, unasserted claims), whether absolute or contingent, liquidated or unliquidated, or due or to become due or otherwise except for liabilities incurred and obligations (a) reflected as liabilities on the March 31, 1998 balance sheet ("Balance Sheet"), (b) that have arisen since May March 31, 1998 in the ordinary course of business consistent with past practice of Motoguzzi and as otherwise set forth on Schedule 3.05(bthe Motoguzzi Subsidiaries, (c) that are described herein or in any of the Motoguzzi Disclosure Schedules attached hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwised) which are not adequately reserved singly or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationshave a Motoguzzi Material Adverse Effect.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company and all of its Subsidiaries as of November 30December 31, 19952003 and December 31, November 302002 and related consolidated income statements and statements of changes in shareholders’ equity for the three years ended December 31, 1996 and November 30, 19972003 together with the notes thereto, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company and all of its Subsidiaries as of May 31September 30, 1998, 2004 and the related unaudited consolidated income statements and statements of income and cash flows changes in shareholders’ equity for the six nine months ended May 31then ended, 1998copies of each of which have been provided to the Placement Agents (together, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31“Financial Statements”), 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved on a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates disclosed therein) and fairly present in all material respects with applicable accounting requirements the financial position and the published rules results of operations and regulations of the SEC with respect thereto, and fairly present the consolidated financial position changes in shareholders’ equity of the Company and all of its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustments, none of which shall be material). The books and records of the Company and all of its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 The information in the ordinary course of business consistent Company’s most recently filed (i) FR Y-9C filed with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Federal Reserve if the Company does not have any liabilities is a bank holding company, (ii) FR Y-9SP filed with the Federal Reserve if the Company is a small bank holding company or obligations of any nature whatsoever (whether absoluteiii) H-(b)11 filed with the OTS if the Company is a savings and loan holding company (the “Regulatory Report”), accrued, contingent or otherwise) which are not adequately reserved or reflected on previously provided to the balance sheet Placement Agents fairly presents in all material respects the financial position of the Company included in and, where applicable, all of its Quarterly Report on Form 10-QSB for Subsidiaries as of the quarter ended May 31end of the period represented by such Regulatory Report. (c) Since the respective dates of the Financial Statements and the Regulatory Report, 1998there has been no material adverse change or development with respect to the financial condition or earnings of the Company and all of its Subsidiaries, except for liabilities or obligations which in taken as a whole. (d) The accountants of the aggregate do not exceed $100,000, Company who certified the Financial Statements are independent public accountants of the Company and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsits Subsidiaries within the meaning of the Securities Act and the rules and regulations thereunder.

Financial Statements. (a) The Company has previously delivered to Parent copies of the Attached as Schedule 5.4(a) hereto are (i) audited consolidated year-end balance sheets of the Company Seller as of November December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 19952004 and the related unaudited statements of operations, November partners' capital and cash flows of Seller for the four months ended April 30, 1996 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and November 30(ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, 1997in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the related consolidated statements results of income, changes in stockholders' equity its operations and cash flows for the fiscal years 1996 through 1997then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, inclusivein all material respects, included in the CompanySeller's Annual Report on Form 10-KSB for the fiscal year ended November financial position at April 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 19982004, and the related unaudited consolidated statements results of income its operations and cash flows for the six four months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectin conformity with GAAP applied on a consistent basis, in the case of any unaudited interim financial statements, subject to the absence of footnotes required by GAAP and normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date." (b) No general partner of Seller and no officer or management employee of Seller or its general partner has ever refused to execute any certification, of any nature whatsoever, required by law, or required by any accounting, banking, financial or legal counsel in connection with the Financial Statements. (bc) Except as set forth on in Schedule 3.05(b5.4(c) hereto, in the other Schedules hereto for or in the Unaudited Financial Statements, Seller has no Indebtedness, obligation or liability required to be reflected in the Unaudited Financial Statements in accordance with GAAP, other than Indebtedness, liabilities incurred since May 31, 1998 and obligations that have arisen after the Financial Statement Date in the ordinary course of business consistent with past practice the Business (none of which is a liability resulting from breach of a Contract, Regulation, Order or warranty, tort, infringement or Claim) and the Retained Liabilities. (d) Except as otherwise set forth on in Schedule 3.05(b5.4(d) hereto, the Company does not have there is no Person that has Guaranteed, or provided any liabilities financial accommodation of, any Indebtedness, obligation or obligations liability of any nature whatsoever (whether absolute, accrued, contingent Seller or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except benefit of Seller for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsperiods covered by the Financial Statements.

Financial Statements. (a) The 2.22.1 Prior to the date hereof, the Company has previously delivered to Parent copies VSI its consolidated Balance Sheet dated December 28, 1996, its consolidated income statement for the three months then ended and its consolidated statement of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in three months then ended (such financial statements are referred to herein as the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act"December Financial Statements"). The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, December Financial Statements and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in within the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretosince January 1, and 1996 fairly present the consolidated financial position of the Company and its Subsidiaries the consolidated results of operations of the Company as at the dates and for the periods to which they apply; such statements have been prepared in conformity with generally accepted accounting principles, applied on a consistent basis throughout the periods involved, and such financial statements comply with all applicable provisions of Regulation S-X of the SEC. The December Financial Statements and the interim financial statements presented in such Reports include all adjustments (subject only to normal recurring year-end adjustments) necessary for a fair presentation of the Company's consolidated financial position and consolidated results of operations as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)presented therein. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 312.22.2 On March 30, 1998 in the ordinary course of business consistent with past practice 1996 and as otherwise set forth on Schedule 3.05(b) heretoDecember 28, 1996, the Company does not have any and its Subsidiaries had no material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or were required to be reflected in and disclosed on the Company's March 30, 1996 audited consolidated balance sheet or the Balance Sheet (as to December 28, 1996) or in the notes thereto pursuant to Regulation S-X of the SEC or in accordance with generally accepted accounting principles, consistently applied, but were not so reflected and disclosed. Since December 28, 1996, the Company and its Subsidiaries have incurred no liabilities (whether absolute, accrued, contingent or otherwise) in addition to those reflected in or disclosed on the Balance Sheet or the related notes, except liabilities incurred in the ordinary course of business and the execution by the Company of this Agreement. 2.22.3 The books, records and system of internal accounting controls of the Company included and its Subsidiaries comply in all material respects with Section 13(b) of the 1934 Act. 2.22.4 The Disclosure Letter contains an acc▇▇▇▇▇ ▇▇d complete list of the most recent management letters received by the Company or any of its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries.

Financial Statements. (a) The Company GP has previously delivered to Parent copies Purchaser (x) the special purpose audited Statements of Certain Assets and Liabilities of the audited consolidated balance sheets of the Company Business as of November December 30, 19952000 and December 29, November 302001 and December 28, 1996 and November 30, 1997, 2002 and the related consolidated statements of incomerevenues and direct expenses, changes in stockholders' equity and direct cash flows and parent’s investment for each of the fiscal two (2) years 1996 through 1997ended December 28, inclusive2002, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under notes to such audited financial statements, attached hereto on Schedule 3.5(a) and (y) the Exchange Act. The Company has also previously delivered to Parent copies unaudited Statement of Certain Assets and Liabilities of the unaudited consolidated balance sheets of the Company Business as of May 31January 3, 19982004, and the related unaudited consolidated statements statement of income revenues and cash flows direct expenses and parent’s investment for the six months year ended May 31January 3, 19982004, included in the Company's Quarterly Report attached hereto on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSchedule 3.5(b). The audited consolidated financial statements set forth on Schedule 3.5(a) and unaudited consolidated interim financial statements of Schedule 3.5(b) are hereinafter collectively referred to as the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30“Special Purpose Historical Financial Statements”. The Special Purpose Historical Financial Statements fairly present, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Business as of such dates and its Subsidiaries the combined revenues and direct expenses and changes in parent’s investment for the period or as of the dates thereof date set forth therein, in each case in conformity with the accounting principles set forth on Schedule 3.5(c). When delivered, the unaudited statement of direct cash flows delivered by Sellers pursuant to Section 5.24(c) will have been derived from the unaudited Statement of Certain Assets and Liabilities as of January 3, 2004 and the consolidated income related unaudited statement of revenues and retained earnings and sources and applications of funds direct expenses for the periods period then ended (subjectattached hereto as Schedule 3.5(b), in and will have been prepared consistently with the case of any unaudited interim financial statementsSpecial Purpose Historical Statements for the year ended December 28, to 2002 and the absence of footnotes required by GAAP and normal year-end adjustmentsaccounting principles set forth on Schedule 3.5(c). (b) Except as Schedule 3.5(d) sets forth, on a line item basis, the material estimated reconciliations between the Special Purpose Historical Financial Statements prepared in accordance with the accounting principles set forth on Schedule 3.05(b3.5(c) hereto for liabilities incurred since May 31and the Special Purpose Historical Financial Statements as if such financial statements had been prepared in accordance with GAAP in all material respects (excluding notes thereto) consistently applied. When delivered pursuant to Section 5.24, 1998 to the Knowledge of GP, the Historical GAAP Financial Statements will contain, as to the balance sheet and results of operations contained therein, no materially adverse discrepancies on a line item between the reconciliations shown on Schedule 3.5(d) and the corresponding line item reflected on the Historical GAAP Financial Statements, and, as to the statement of cash flows contained therein, will contain no materially adverse discrepancies in the ordinary course of business consistent with past practice aggregate (excluding any discrepancies occurring from the adjustments resulting from the items set forth in columns (d), (e), (f) and as otherwise (g) under the heading “Working Capital Reconciliation” set forth on Schedule 3.05(b2.3(c)) heretofrom the audited statements of cash flows contained in the Special Purpose Historical Financial Statements or in the unaudited statement of cash flows delivered by Sellers pursuant to Section 5.24(c). (c) Sellers have not, except as disclosed in the notes to the Special Purpose Historical Financial Statements, changed, in any material respect, any of their accounting principles, practices, methodologies or policies (including any reserving and depreciation methodologies, practices and policies) used by them in connection with the Business, the Company does Acquired Assets and Assumed Liabilities. Except as otherwise in accordance with GAAP, Sellers have not have released any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10material non-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationscash reserves.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company and all of its Subsidiaries as of November 30December 31, 19952005 and December 31, November 302004 and related consolidated income statements and statements of changes in shareholders’ equity for the three years ended December 31, 1996 and November 30, 19972005 together with the notes thereto, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company and all of its Subsidiaries as of May 31September 30, 1998, 2006 and the related unaudited consolidated income statements and statements of income and cash flows changes in shareholders’ equity for the six nine months ended May 31then ended, 1998copies of each of which have been provided to the Placement Agents (together, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31“Financial Statements”), 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved on a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates disclosed therein) and fairly present in all material respects with applicable accounting requirements the financial position and the published rules results of operations and regulations of the SEC with respect thereto, and fairly present the consolidated financial position changes in shareholders’ equity of the Company and all of its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustments, none of which shall be material). The books and records of the Company and all of its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 The information in the ordinary course of business consistent Company’s most recently filed (i) FR Y-9C filed with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Federal Reserve if the Company does not have any liabilities is a bank holding company, (ii) FR Y-9SP filed with the Federal Reserve if the Company is a small bank holding company or obligations of any nature whatsoever (whether absoluteiii) H-(b)11 filed with the OTS if the Company is a savings and loan holding company (the “Regulatory Report”), accrued, contingent or otherwise) which are not adequately reserved or reflected on previously provided to the balance sheet Placement Agents fairly presents in all material respects the financial position of the Company included in and, where applicable, all of its Quarterly Report on Form 10-QSB for Subsidiaries as of the quarter ended May 31end of the period represented by such Regulatory Report. (c) Since the respective dates of the Financial Statements and the Regulatory Report, 1998there has been no material adverse change or development with respect to the financial condition or earnings of the Company and all of its Subsidiaries, except for liabilities or obligations which in taken as a whole. (d) The accountants of the aggregate do not exceed $100,000, Company who certified the Financial Statements are independent public accountants of the Company and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsits Subsidiaries within the meaning of the Securities Act and the rules and regulations thereunder.

Financial Statements. Section 3.5 of the Company Disclosure Letter sets forth (ai) The Company has previously delivered to Parent copies of the audited consolidated balance sheets statements of financial position of the Company as of November 30and the Company Subsidiaries for the years ended December 31, 19952023 and December 31, November 30, 1996 and November 30, 19972024, and the related consolidated statements of incomecomprehensive loss, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997then ended, inclusiveaudited in accordance with IFRS (the “Audited Financial Statements”), included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (ii) the unaudited consolidated balance sheets statements of financial position of the Company and the Company Subsidiaries, consisting of the consolidated balance sheet of the Company and its Subsidiaries as of May 31September 30, 19982025, and the related unaudited consolidated statements of income comprehensive loss, changes in equity and cash flows for the six nine-months then ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed (together with the SEC under Audited Financial Statements, the Exchange Act“Financial Statements”). The audited consolidated financial statements Financial Statements (i) have been prepared from, and unaudited consolidated interim financial statements are in accordance in all material respects with, the books and records of the Company and its the Company Subsidiaries included or incorporated by reference as of the times and for the periods referred to therein, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been kept accurately in the ordinary course of business consistent in all material respects with Israeli Law, and (iv) will present fairly in all material respects the financial condition and results of operations of the Company SEC Reports and Company Subsidiaries (taken as hereinafter defineda whole) filed on or after November 30, 1995 have been prepared as of the times and for the periods referred to therein in accordance with generally accepted accounting principles ("GAAP") , consistently applied during the periods involved (except as may be indicated in the notes thereto or, and subject in the case of the unaudited statements, as permitted by Form 10financial statements to (a) the absence of footnote disclosures and other presentation items and (b) changes resulting from year-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of end adjustments which would be immaterial to the Company and its Company Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsa whole). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference (including, in each case, any accompanying notes thereto) contained in the Company SEC Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, August 25, 2006 (the “Company Financials”): (i) complied, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (as hereinafter definedii) was prepared, and in the case of consolidated financial statements to be contained in Company SEC Reports filed on or after November 30the date hereof, 1995 have been prepared will be prepared, in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied during on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by Form 10the rules of the SEC, and except that the unaudited financial statements are subject to normal and recurring year-QSB)end adjustments) and (iii) fairly presented, complied as and in the case of their respective dates consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated income results of the Company’s operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated (subject, in the case of any unaudited interim financial quarterly statements, to the absence of footnotes required by GAAP and normal year-end audit adjustments). The consolidated balance sheet of the Company and its subsidiaries as of March 2, 2007, contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet. (b) ” Except as set forth on Schedule 3.05(breflected or reserved against in the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for (i) hereto for liabilities incurred since May 31, 1998 the date of the Company Balance Sheet in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(bpractice, (ii) hereto, liabilities incurred in connection with or expressly permitted by the Company does not have any liabilities terms of this Agreement or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000transactions contemplated hereby, and there do (iii) liabilities that, taken individually or together with other liabilities, have not exist any circumstances that could had and would not reasonably be expected to result have a Material Adverse Effect on the Company. The Company has not had any disagreement with KPMG LLP, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Company Financials are consistent with such liabilities or obligationsbooks and records. Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC).

Financial Statements. (a) The Company has previously Companies have delivered to Parent Purchaser true and complete copies of (i) the audited consolidated balance sheets of Seller and the Company Latisys Companies as at December 31, 2012 and December 31, 2013 and the related audited statements of income of Seller and the Latisys Companies for the years then ended and (ii) the unaudited consolidated balance sheet of Seller and the Latisys Companies as at November 30, 1995, November 30, 1996 2014 (the “Interim Balance Sheet”; and November 30, 1997, and 2014 is referred to as the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, “Balance Sheet Date”) and the related unaudited consolidated statements of income of Seller and cash flows the Latisys Companies for the six months eleven (11)-month period then ended May 31(such unaudited statements, 1998including the related notes and schedules thereto, included are referred to herein as the “Financial Statements”). Except as set forth in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31notes thereto and as disclosed in Schedule 4.6, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements each of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have Financial Statements has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and presents fairly in all material respects with applicable accounting requirements the financial position, results of operations and cash flows of Seller and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries Latisys Companies as of at the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated therein; provided that the Financial Statements described in clause (subjectii) are subject to adjustments with respect to depreciation and amortization, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto adjustments and lack footnotes and other non-material presentation items. As of the date of this Agreement, none of the Latisys Companies have received any material written complaint or allegation regarding deficient accounting practices, procedures or methods of the Latisys Companies or their internal accounting controls, it being understood and agreed, for liabilities incurred since May 31clarity, 1998 that the foregoing shall not apply to any notes or recommendations contained in audit letters and reports that have been made available to Purchaser prior to the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretodate hereof. During the periods covered by the Financial Statements, the Company does Seller has not have any conducted operations, and has had no material liabilities or obligations of any nature whatsoever (whether absoluteassets, accruedother than the Shares, contingent or otherwise) cash and cash equivalents, and intercompany loans which are not adequately reserved or reflected on the balance sheet no longer outstanding as of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdate hereof.

Financial Statements. (a) The Attached as Section 5.8(a) of the Company has previously delivered to Parent Disclosure Letter are the true and complete copies of the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Company Group as of November and for the years ended December 31, 2022 and December 31, 2021, together with the auditor’s reports thereon (the “Audited Financial Statements”); and true and complete copies of the unaudited condensed consolidated balance sheet and statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Group as of and for the nine (9)-month period ended September 30, 19952023 (the “Interim Financial Statements” and, November 30together with the Audited Financial Statements, 1996 the “Financial Statements”). (b) When delivered pursuant to Section 7.5, the Audited Financial Statements and November 30the Interim Financial Statements, 1997in each case, (i) fairly present in all material respects the consolidated financial position of the Group, as at the respective dates thereof, and the related consolidated statements results of incomeits operations, its consolidated incomes, its consolidated changes in stockholders' shareholders’ equity (with respect to the Audited Financial Statements only) and its consolidated cash flows for the fiscal years 1996 through 1997respective periods then ended (subject, inclusive, included in the Company's Annual Report on Form 10case of the Interim Financial Statements to normal year-KSB end adjustments and the absence of footnotes), (ii) except for the fiscal year ended November 30Interim Financial Statements, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been were prepared in accordance conformity with generally accepted accounting principles ("GAAP") consistently , applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10-QSBthe absence of footnotes or the inclusion of limited footnotes), complied as (iii) were prepared from, and are in accordance in all material respects with, the books and records of their respective dates the Group, (iv) except for the Interim Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.5, will comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSEC, the Exchange Act and fairly present the consolidated financial position of the Company and its Subsidiaries Securities Act applicable to a registrant, in effect as of the respective dates thereof thereof, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, v) except as expressly disclosed in the case Financial Statements, are not affected to a material extent by any unusual, exceptional or non-recurring items that would or might make the financial position or results of any unaudited interim financial statements, to operations of the absence of footnotes required by GAAP and normal year-end adjustments)Group as disclosed in such Financial Statements misleading or deceptive. (bc) Except The Group maintains a system of internal accounting controls sufficient in all respects to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as set forth on Schedule 3.05(bnecessary to permit preparation of financial statements in conformity with GAAP. Neither the Group (including any employee thereof) hereto for liabilities incurred since May 31, 1998 nor any independent auditor of the Group has identified or been made aware of (x) any significant deficiency or material weakness in the ordinary course system of business consistent with past practice internal accounting controls utilized by the Group, (y) any fraud, whether or not material, that involves the Group’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Group or (z) any claim or allegation regarding any of the foregoing. (d) The Group is not a party to, and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of commitment to become a party to, any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the material off-balance sheet partnership or any similar Contract or arrangement, including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSEC).

Financial Statements. (a) The Company CNBT has previously delivered or made available to Parent BOKF complete copies of the audited (i) the consolidated balance sheets of the Company CNBT and its subsidiaries as of November 30December 31, 1995, November 30, 1996 and November 30, 19971999, and the related consolidated statements of income, changes in stockholders' equity equity, and cash flows for the fiscal three years 1996 through 1997ended December 31, inclusive1999, together with the notes thereto, included in the CompanyCNBT's Annual Report on Form 10-KSB K for the fiscal year ended November 301999, 1997 filed as currently on file with the SEC under the Securities and Exchange Act. The Company has also previously delivered to Parent copies of Commission ("SEC") and the unaudited consolidated balance sheets sheet of the Company CNBT and its subsidiaries as of May 31June 30, 19982000, and the related unaudited consolidated income statement and statements of income changes in stockholders' equity and cash flows for the six months then ended May 31, 1998, included in the CompanyCNBT's Quarterly Report on Form 10-QSB Q for the quarter ended May 31then ended, 1998 as currently on file with the SEC and (ii) the Reports of Condition and Income of the Bank as filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements OCC for each of the Company quarterly periods during 1999 and its Subsidiaries included or incorporated by reference 2000 (collectively the "CNBT Financial Statements"). (b) The CNBT Financial Statements set forth in the Company SEC Reports clause (as hereinafter defineda)(i) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved on a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, disclosed therein) and fairly present the consolidated financial position and the consolidated results of the Company operations, changes in stockholders' equity, and cash flows of CNBT and its Subsidiaries consolidated subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustments, none of which will be material). . As of the respective date of each of the CNBT Financial Statements, neither CNBT, nor Delaware, nor Bank has any material liabilities (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31including, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobut not limited to, the Company does not have any whether similar or dissimilar, liabilities or obligations of any nature whatsoever (for taxes, whether absolutedue or to be come due) except those fully reflected or reserved against, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which otherwise disclosed in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsFinancial Statements.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company Kaiser -------------------- Ventures Inc., a Delaware corporation ("KVI") and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 and November 30, 19971999, and the related audited consolidated statements of income, changes in stockholders' equity retained earnings and cash flows of KVI and its Subsidiaries for the fiscal years 1996 through 1997year then ended, inclusive, included in fairly present the Company's Annual Report on Form 10-KSB consolidated financial condition of KVI and its Subsidiaries as of such date and the consolidated results of the operations of KVI and its Subsidiaries for the fiscal year ended November 30on such date, 1997 filed all in accordance with the SEC under the Exchange Actgenerally accepted accounting principles applied on a consistent basis. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets sheet of the Company KVI and its Subsidiaries as of May 31March 30, 19982000, and the related unaudited consolidated statements of income operation, retained earnings and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company KVI and its Subsidiaries included for the three-month period then ended, reviewed (subject to normal year-end audit adjustments) by the chief financial officer or incorporated by reference in the Company SEC Reports (chief accounting officer of KVI as hereinafter defined) filed on or after November 30, 1995 have having been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto oron a consistent basis, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition of the Company KVI and its Subsidiaries as of the dates thereof such date and the consolidated income results of the operations of KVI and retained earnings and sources and applications of funds its Subsidiaries for the periods then ended (subjectthree-month period ending on such date. Since March 31, 2000 there has been no materially adverse change in the case of any unaudited interim business, condition (financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved ), operations, performance, properties or reflected prospects of KVI or any of its Subsidiaries. KVI and its Subsidiaries have no material contingent liabilities, except as disclosed in such consolidated financial statements or the notes thereto, that would be reasonably likely to have a materially adverse effect on the balance sheet business, condition (financial or otherwise), operations, performance, properties or prospects of the Company included in KVI or any of its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries.

Financial Statements. (a) The Company Acquiror has previously delivered to Parent Seller copies of the audited consolidated balance sheets of the Company Acquiror as of November 30December 31, 19952003, November 302002 and 2001 and the related consolidated statements of income, 1996 changes in stockholders’ equity and November 30cash flows for the years ended December 31, 19972003, 2002 and 2001, in each case accompanied by the audit reports of Ernst & Young, LLP, independent public accountants, as well as the unaudited consolidated balance sheet of Acquiror as of March 31, 2004 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the three months ended March 31, 2004. The consolidated balance sheets of Acquiror referred to herein (including the related notes, where applicable) fairly present in all material respects the consolidated financial condition of Acquiror as of the respective dates set forth therein, and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and (including the related unaudited consolidated statements of income and cash flows for the six months ended May 31notes, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedwhere applicable) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations results of the SEC with respect theretoconsolidated operations, changes in stockholders’ equity and fairly present cash flows of Acquiror for the consolidated financial position of the Company and its Subsidiaries respective periods or as of the respective dates thereof set forth therein (it being understood that Acquiror’s interim financial statements are not audited and are not prepared with related notes but reflect all adjustments which were, at the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjecttime, in the case opinion of any unaudited interim Acquiror, necessary for a fair presentation of such financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Each of the financial statements referred to in this Section 4.3 (including the related notes, where applicable) has been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods involved. The books and records of Acquiror and the Acquiror Sub are being maintained in material compliance with applicable legal and accounting requirements and reflect only actual transactions. (c) Except as set forth on Schedule 3.05(bto the extent reflected, disclosed or reserved against in the consolidated financial statements referred to in the first sentence of Section 4.3(a) hereto for or the notes thereto or liabilities incurred since May December 31, 1998 2003 in the ordinary course of business and consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations (none of which arises from breach of any nature whatsoever (contract or agreement, breach of warranty, tort, infringement, violation of any applicable federal, state or local law or ordinance or any litigation or other proceeding or is otherwise a “loss contingency” within the meaning of Statement of Financial Accounting Standards No. 5), none of Acquiror or Acquiror Sub has any obligation or liability, whether absolute, accrued, contingent or otherwise) which are not adequately reserved , material to the business, results of operations, assets or reflected on the balance sheet financial condition of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, Acquiror and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsAcquiror Sub taken as a whole.

Financial Statements. (ai) The Company has previously delivered to Parent copies audited balance sheets at December 31 in each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 years 2004 and November 30, 19972005, and the related consolidated audited statements of income, changes in stockholders' shareholder equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the notes related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements thereto of the Company and its Subsidiaries included or incorporated by reference in subsidiaries on a consolidated basis for each of the fiscal years then ended (the “Audited Financial Information”), (ii) the unaudited consolidated balance sheet of the Company SEC Reports and its subsidiaries at September 30, 2006 and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company and its subsidiaries on a consolidated basis as of and for the nine-month period then ended (as hereinafter definedthe “September 30, 2006 Financial Information”), and (iii) filed on or after an unaudited consolidated balance sheet of the Company and its subsidiaries at November 30, 1995 2006 (the “Reference Balance Sheet” and together with the September 30, 2006 Financial Information, the “Unaudited Financial Information”) and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company and its subsidiaries as of and for the eleven-month period then ended (the “Reference Income Statement”), including in each case the notes thereto (such information in items (i), (ii) and (iii) collectively, the “Company Financial Information”) have been delivered to Parent. The Reference Balance Sheet is included as Exhibit 3.10(a) hereto. As of the date hereof, the Company has not made or declared any dividends on the Company Stock since the date of the Reference Balance Sheet. (b) The Company Financial Information has been (i) derived from the books of account and other financial records of the Business and (ii) prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during applied, subject only to normal recurring year-end adjustments and the periods involved (absence of notes for the Unaudited Financial Information and except as may be indicated otherwise expressly provided in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates Company Financial Information. The Company Financial Information fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP notes and normal and recurring year-end audit adjustments). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet The corporate minute books of the Company included and its Subsidiaries that have been made available to the Parent for inspection are complete and correct in all material respects. A true and complete list of the incumbent directors and officers of the Company and each Subsidiary of the Company attached as Section 3.10(c) of the Company Disclosure Letter. (d) The Company maintains in all material respects internal controls over financial reporting (“Internal Controls”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Quarterly Report on Form 10-QSB for the quarter ended May 31consolidated Subsidiaries, 1998, except for liabilities or obligations which (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the aggregate do not exceed $100,000accordance with GAAP, and there do not exist any circumstances that receipts and expenditures of the Company and its consolidated Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its consolidated Subsidiaries and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its consolidated Subsidiaries that could reasonably be expected to result in such liabilities or obligationshave a material effect on the financial statements.

Financial Statements. (a) The Company has previously delivered to Parent copies of the Purchaser (i) its audited consolidated balance sheets of the Company sheet as of November 30October 31, 1995, November 30, 1996 and November 30, 1997, 2009 and the related consolidated audited statements of income, changes in stockholders' shareholders’ equity and cash flows of the Company for the fiscal years 1996 through 1997period then ended, inclusive(ii) its audited consolidated balance sheet as of October 31, included in 2010 (such 2010 balance sheet, the Company's Annual Report on Form 10-KSB “Balance Sheet”) and the related unaudited statements of income, shareholders’ equity and cash flows of the Company for the fiscal year then ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the and (iii) its unaudited consolidated balance sheets of the Company as of May January 31, 1998, 2011 and the related unaudited consolidated statements of income and cash flows for the six three (3) months ended May 31then ended, 1998each as attached to Schedule III (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act“Financial Statements”). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") principles, consistently applied during the periods involved (except as may be indicated in the notes thereto orapplied, in the case of the unaudited statementsand, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof their respective dates, and the consolidated income results of operations and retained earnings and sources and applications cash flows of funds the Company for the respective periods then ended (subject, in the case of any the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company) and to the absence of footnotes required by GAAP complete notes). The Company maintains and normal year-end adjustments)will continue to maintain a standard system of accounting established and administered in accordance with Canadian generally accepted accounting principles. (b) Except as set forth on Schedule 3.05(b) hereto stated or adequately reserved for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoBalance Sheet provided pursuant to this Section 3.06, the Company does not have any liabilities material liability or obligations obligation of any nature whatsoever (nature, whether accrued, absolute, accrued, contingent or otherwise) , asserted or unasserted, other than liabilities incurred in the ordinary course of business subsequent to the date of the Balance Sheet, which are not adequately reserved not, individually or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000aggregate, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsmaterial.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of (a) the audited consolidated balance sheets statements of financial condition of the Company and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 2002 and November 30, 19972003, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997ended December 31, inclusive2001, included 2002 and 2003, in each case accompanied by the audit report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (the “Accounting Firm”), independent public accountants with respect to the Company's Annual Report on Form 10-KSB for , (b) the fiscal year ended November 30notes related thereto, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (c) the unaudited consolidated balance sheets statement of financial condition of the Company and its Subsidiaries as of May March 31, 1998, 2004 and the related unaudited consolidated statements of income and cash flows for the six three (3) months ended May March 31, 19982004 and 2003 and (d) the notes related thereto (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act“Company Financial Statements”). The audited consolidated financial statements and unaudited consolidated interim financial statements of Accounting Firm is independent with respect to the Company and its Subsidiaries to the extent required by Regulation S-X of the SEC. The consolidated statements of financial condition of the Company (including the related notes, where applicable) included or incorporated by reference within the Company Financial Statements fairly present, and the consolidated statements of financial condition of the Company (including the related notes, where applicable) to be included in the Company SEC Reports (as hereinafter defined) S-4 to be filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretopursuant to this Agreement will fairly present, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof thereof, and the consolidated income statements of income, changes in shareholders’ equity and retained earnings cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present, and sources the consolidated statements of income, changes in shareholders’ equity and applications cash flows of funds the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods then ended therein set forth; each of the Company’s consolidated financial statements (subjectincluding the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of any unaudited interim financial statements, as permitted by the SEC with respect to financial statements included on Form 10-Q. The books and records of the absence of footnotes required by Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May and to the extent reflected, disclosed or reserved against in the Company Financial Statements (including the notes thereto), as of December 31, 1998 2003, neither the Company nor any of its Subsidiaries had any liabilities, whether absolute, accrued, contingent or otherwise, material to the financial condition of the Company and its Subsidiaries on a consolidated basis which were required to be so disclosed under GAAP. Since December 31, 2003, neither the Company nor any of its Subsidiaries have incurred any liabilities except in the ordinary course of business consistent with past practice and practice, except as otherwise set forth on Schedule 3.05(bspecifically contemplated by this Agreement. (c) heretoTo the extent required, the Company does not and the Company Bank have any liabilities or obligations in place “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) of any nature whatsoever the Securities Exchange Act of 1934, as amended (whether absolutethe “Exchange Act”), accrued, contingent or otherwise) which are not adequately reserved or reflected on to allow the balance sheet Company’s management to make timely decisions regarding required disclosures and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company included in its Quarterly Report on Form 10-QSB for required under the quarter ended May Exchange Act. Since March 31, 19982004, except for liabilities or obligations which there has not been any material change in the aggregate do not exceed $100,000internal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. Without limiting the generality of the foregoing, the Company’s disclosures and controls are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and there do (vi) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. None of the Company’s or any Company Subsidiary’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not exist any circumstances that could reasonably be expected to result in such liabilities under the exclusive ownership and direct control of the Company or obligationsthe Company Subsidiaries or accountants.

Financial Statements. (a) The Company Borrower has previously delivered furnished to Parent copies of the Administrative Agent and the Lenders (i) the audited consolidated balance sheets sheet as of December 31, 2002 of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, Borrower and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997Fiscal Year then ended, inclusiveincluding in each case the related schedules and notes, included in (ii) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies unaudited balance sheet of the unaudited Borrower presented on a consolidated balance sheets basis as at the end of the Company as third Fiscal Quarter of May 31, 19982003, and the related unaudited consolidated statements of income income, shareholders' equity and cash flows presented on a consolidated basis for the six months ended May 31year-to-date period then ended, 1998, included setting forth in each case in comparative form the Company's Quarterly Report on Form 10-QSB figures for the quarter ended May 31, 1998 filed with corresponding Fiscal Quarter of the SEC under the Exchange ActBorrower's previous Fiscal Year. The audited consolidated foregoing financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition of the Company and its Subsidiaries Borrower as of at the dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations for the such periods then ended in conformity with GAAP consistently applied (subject, in the case of any unaudited interim quarterly financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsaudit adjustments and the absence of certain footnotes). (b) Except The 6-year projections for the Consolidated Companies, which were provided to the Administrative Agent and the Lenders pursuant to Section 4.01, were prepared by the Borrower in good faith and based upon historical financial information and assumptions that the Borrower deems reasonable and appropriate. (c) The Consolidated Companies taken as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does a whole do not have any material Contingent Liabilities, or material liabilities for known taxes, long-term leases or obligations of any nature whatsoever (whether absolute, accrued, contingent unusual forward or otherwise) which are long-term commitments not adequately reserved reflected in the financial statements mentioned in this Section 5.14 or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May notes thereto. Since December 31, 19982002, except for liabilities or obligations which in there have been no material changes with respect to the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsConsolidated Companies.

Financial Statements. (a) The Parent has made available to the Company has previously delivered to Parent copies of (i) the audited consolidated balance sheets statements of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, financial position and the related consolidated audited statements of income, changes in stockholders' equity comprehensive income and cash flows of Parent and its consolidated Subsidiaries for the fiscal years 1996 through 1997ended December 31, inclusive2008 and December 31, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the 2009 and (ii) an unaudited condensed consolidated balance sheets sheet of the Company Parent and its consolidated Subsidiaries as of May March 31, 1998, 2010 and the related unaudited consolidated statements of income operation and cash flows for the six three months ended May 31then ended, 1998, included in including the Company's Quarterly Report on Form 10-QSB for notes thereto. All of the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated foregoing financial statements and unaudited consolidated interim financial statements of are hereinafter collectively referred to as the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 “Parent Financial Statements.” The Parent Financial Statements have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") consistently International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates thereto) and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(bInvestor has made available to the Company (i) hereto the audited statements of financial position and the related audited statements of comprehensive income and cash flows of Investor and its consolidated Subsidiaries for liabilities incurred since May the years ended December 31, 1998 2008 and December 31, 2009 and (ii) an aggregated balance sheet of Investor and its Affiliates as of June 30, 2010. The financial statements referred to in clause (i) of this Section 5.4(b) have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Investor and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. The financial information referred to in clause (ii) of this Section 5.4(b) have been prepared for usage by management of Investor in the ordinary course of business consistent and fairly reflect information contained in books and records of Investor that have been maintained in accordance with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationspractice.

Financial Statements. (aAttached as Section 4.03(f) The Company has previously delivered to Parent of the Constellation OP Disclosure Letter are copies of the audited consolidated following: (i) unaudited combined balance sheets sheets, combined statements of operations and comprehensive income and combined statements of equity with respect to the Company Contributed Entities on an aggregate basis, as of November and for the fiscal years ended December 31, 2016 and 2015 (the “Contributed Entity Annual Financial Statements”), (ii) the unaudited combined balance sheet as of June 30, 1995, November 30, 1996 and November 30, 1997, 2017 and the related consolidated statements of income, changes in stockholders' equity operations and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, comprehensive income and the related unaudited consolidated statements of income equity as of and cash flows for the six (6) months ended May 31June 30, 19982017 (the “Contributed Entity Second Quarter Financial Statements”), included and (iii) any financial statements prepared and delivered for any other reporting period subsequent to June 30, 2017, each of the financial statements described in the Company's Quarterly Report on Form 10-QSB for foregoing clauses (i)—(iii) unaudited and with any footnotes in draft format only (the quarter ended May 31, 1998 filed “Contributed Entity Interim Financial Statements,” and collectively with the SEC under Contributed Entity Annual Financial Statements and Contributed Entity Second Quarter Financial Statements, the Exchange Act“Contributed Entity Financial Statements”). The audited consolidated financial statements Contributed Entity Financial Statements (1) have been prepared from, are in accordance with and unaudited consolidated interim financial statements accurately reflect the books and records of the Company and its Subsidiaries included or incorporated by reference Contributed Entities in the Company SEC Reports all material respects, (as hereinafter defined2) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except for the absence of footnotes) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments) in all material respects, and (3) fairly present in all material respects the consolidated financial position of the Contributed Entities as permitted by Form 10of the date of such statement in accordance with GAAP (except for the absence of footnotes) consistently applied during the periods involved (except in each case as may be noted therein, and subject to normal year-QSBend audit adjustments). It is understood, however, that the Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), complied and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) with respect to the Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) with respect to the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments and footnote disclosures); (C) comply as of their respective dates to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (D) be prepared from, and be in accordance with and accurately reflect the books and records of the Contributed Entities; (E) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and (F) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries each Contributed Entity as of the dates thereof date of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly present in all material respects, the consolidated income results of operations, changes in stockholders’ equity and retained earnings and sources and applications changes in cash flows, as the case may be, of funds each Contributed Entity for the periods then ended (subjectto which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved (except in each case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsas may be noted therein). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered or made available to Parent Purchaser copies of (a) the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K (as amended) for the fiscal year ended November 30December 31, 1997 1998, filed by the Company with the SEC under the Exchange Act. The Company has also previously delivered , in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent copies of the Company, and (b) the unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of May 31September 30, 1998, 1999 and the related unaudited consolidated statements statement of income income, changes in stockholders' equity and cash flows for the six months nine-month period then ended May 31, 1998, included as reported in the Company's Quarterly Report on Form 10-QSB Q (as amended) for the quarter ended May 31September 30, 1998 1999 filed with the SEC under the Exchange Act. The audited consolidated Such financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of the dates thereof shown and the results of the consolidated income operations, changes in stockholders' equity and retained earnings cash flows of the Company and sources and applications of funds its consolidated Subsidiaries (including the Company Subsidiary) for the respective fiscal periods then ended (subjector as of the respective dates therein set forth; and each of such statements has been prepared in accordance with GAAP consistently applied during the periods involved, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company Group has previously delivered made available to Parent Buyer complete and correct copies of (i) the audited consolidated balance sheets of the Company Earthbound II and its Subsidiaries as of November 30at December 31, 19952012, November 302011, 1996 and November 30, 1997, 2010 and the related audited consolidated statements of income, changes in stockholders' equity income and of cash flows of Earthbound II and its Subsidiaries for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year then ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (ii) the unaudited consolidated balance sheets sheet of the Company Earthbound II and its Subsidiaries as of May 31at September 30, 1998, 2013 and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Earthbound II and its Subsidiaries included or incorporated by reference for the nine-month period then ended (such audited and unaudited statements, including the related notes and schedules thereto, as attached hereto on Schedule 4.6, are referred to herein as the “Financial Statements”). Except as set forth in the Company SEC Reports (notes thereto or as hereinafter defined) filed on or after November 30disclosed in Schedule 4.6, 1995 have each of the Financial Statements, has been prepared in accordance with generally accepted GAAP consistently applied without modification of the accounting principles ("GAAP") consistently applied during used in the preparation thereof throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates presented and presents fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position position, results of the Company operations and cash flows of Earthbound II and its Subsidiaries as of at the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectindicated therein; provided, in that the case of any unaudited interim financial statements, to the absence of footnotes Financial Statements omit substantially all disclosures required by GAAP and are subject to normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in . For the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretopurposes hereof, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the unaudited consolidated balance sheet of Earthbound II and its Subsidiaries as at September 30, 2013 is referred to as the Company included in its Quarterly Report on Form 10-QSB for “Balance Sheet” and September 30, 2013 is referred to as the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations“Balance Sheet Date”.

Financial Statements. Seller has delivered to Buyer (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30and its Subsidiaries dated December 31, 1995, November 30, 1996 2015 and November 30, 19972014, and the related audited consolidated statements of incomeoperations, changes in stockholders' equity members’ (deficit) equity, and cash flows for of the fiscal years 1996 through 1997Company and its Subsidiaries, inclusivetogether with all related notes and schedules thereto, included in accompanied by the reports thereon of the Company's Annual Report on Form 10-KSB for ’s independent auditors (the fiscal year ended November 30“Audited Financial Statements”), 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (b) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (balance sheet and unaudited consolidated interim financial statements income statement) of the Company and its Subsidiaries included or incorporated by reference in for the Company SEC Reports ten-month period ended October 31, 2016 (as hereinafter defined) filed on or after November 30the “Interim Financial Statements” and, 1995 collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (indicated, except as may be indicated in the notes thereto orand subject, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10to the absence of footnotes and normal year-QSB), complied as of their respective dates end adjustments. The Financial Statements fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition and operating results of the Company and its Subsidiaries as of the dates thereof dates, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (periods, indicated therein, subject, in the case of any unaudited interim financial statementsthe Interim Financial Statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) . Except as set forth in the Financial Statements or on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto2.06, the Company does not have any liabilities has no debts, obligations or obligations of any nature whatsoever (whether absolute, accruedliabilities, contingent or otherwise, whether or not required under GAAP to be reflected in the Company’s financial statements, other than liabilities incurred in the Ordinary Course of Business subsequent to October 31, 2016 (the “Financial Statement Date”) which or that, individually or in the aggregate, are not adequately reserved material to the financial condition or reflected on the balance sheet operating results of the Company included and its Subsidiaries, taken as a whole. The Company maintains a standard system of accounting established and administered in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsaccordance with GAAP.

Financial Statements. Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Company Financial Statements”): (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets sheet of the Company as of November 30December 31, 1995, November 30, 1996 and November 30, 19972012, and the related audited consolidated statements of income, changes in stockholders' equity income and cash flows for the fiscal years 1996 through 1997, inclusive, included in year then ended; (b) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited audited consolidated balance sheets sheet of the Company as of May December 31, 19982013, and the related audited consolidated statements of income and cash flows for the fiscal year then ended; and (c) the unaudited consolidated balance sheet of the Company as of June 30, 2014 (the “Latest Company Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the six months ended May 31(6)-month period then ended. (d) Except as set forth on Schedule 3.4, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (covered thereby, except as may be indicated in the notes thereto orand, in the case of unaudited Company Financial Statements, for the unaudited statementsabsence of footnotes and year-end adjustments and the exclusion of variable interest entities required to be included in accordance with GAAP, as permitted by Form 10-QSB)and (ii) fairly present, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Company and its Subsidiaries Group Companies as of the dates thereof and the their consolidated income and retained earnings and sources and applications results of funds operations for the periods then ended (subject, in the case of any unaudited interim financial statementsCompany Financial Statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsadjustments and the exclusion of variable interest entities required to be included in accordance with GAAP). (be) Except (i) as set forth set forth on Schedule 3.05(b3.4(e), (ii) hereto as and to the extent set forth on the Latest Company Balance Sheet and (iii) for liabilities and obligations (x) under this Agreement, (y) incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(bsince the date of the Latest Company Balance Sheet or (z) heretothat will be paid at Closing, none of the Company does not have Group Companies has any liabilities liability or obligations obligation of any nature whatsoever (whether accrued, absolute, accruedcontingent, contingent determined, determinable or otherwise) which are not adequately that is required by GAAP to be reflected or reserved or reflected on the against in a balance sheet of the such Group Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities (or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto).

Financial Statements. (a) The Company WI has previously delivered to Parent copies TRW its unaudited financial statements (balance sheet and profit and loss statement, statement of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and statement of cash flows for the fiscal years 1996 through 1997flows, inclusiveincluding notes thereto) at December 31, included in the Company's Annual Report on Form 10-KSB 1998 and for the fiscal year then ended, and its unaudited financial statements (balance sheet and profit and loss statement) as at and for the nine month period ended November September 30, 1997 filed with 1999 (the SEC under "Financial Statements") (i) the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited pro forma consolidated balance sheets sheet of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company WI and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at September 30, 1995 1999 and the pro forma combined historical income statements dated September 30, 1999, each such balance sheets and income statements taking into account all transactions contemplated hereby and by the Related Agreements, such balance sheet and income statements being attached hereto as Schedule 2.22(a)(ii); and (iii) the projections of the future performance of WI and its Subsidiaries for the five-year period following the Closing Date, on a consolidated basis, including income, net profits, and cash flows, as attached hereto as Schedule 2.22(a)(iii) (the "Projections"). The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved (indicated and with each other, except that unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles applicable to audited annual financial statements. The Financial Statements fairly present the financial condition and operating results of WI as may be of the dates, and for the periods, indicated in the notes thereto ortherein, subject in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, Financial Statements to the absence of footnotes required by GAAP and normal year-end audit adjustments). (b) . Except as set forth on Schedule 3.05(bin the Financial Statements, WI has no material liabilities, contingent or otherwise, other than (i) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice subsequent to September 30, 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of WI. Except as otherwise set forth on Schedule 3.05(b) heretodisclosed in the Financial Statements, the Company does WI is not have any liabilities a guarantor or obligations indemnitor of any nature whatsoever indebtedness of any other person, firm or corporation. WI maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (whether absoluteb) The pro forma consolidated balance sheet of WI and its Subsidiaries and the pro forma consolidated income statements referred to in Section 2.22(a)(ii) have been prepared by management of WI on a reasonable basis, accruedtaking into consideration the effect of the transactions contemplated hereby and by the Related Agreements, and WI is not aware of any fact which casts any doubt on the accuracy or completeness thereof. After giving effect to the transactions contemplated hereby and by the Related Agreements, WI and its Subsidiaries will have no material liabilities, contingent or otherwise) , which are not adequately reserved or reflected on the referred to in such balance sheet or in the notes thereto. (c) The Projections constitute a reasonable basis for the assessment of the Company included in future performance of WI and its Quarterly Report Subsidiaries, on Form 10-QSB for a consolidated basis, during the quarter ended May 31periods indicated therein, 1998, except for liabilities or obligations which and all material assumptions used in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result preparation of the Projections are set forth in such liabilities or obligationsthe notes thereto.

Financial Statements. (a) The Company has previously delivered to Parent copies audited financial statements of the audited Tenneco and consolidated balance sheets of the Company subsidiaries as of November 30December 31, 1995 and 1994 and for the three years ended December 31, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the CompanyTenneco's 1995 Annual Report on Form 10-KSB for the fiscal year ended November 30K, 1997 as filed with the SEC under Commission, (i) were prepared in accordance with GAAP applied on a consistent basis (except as indicated therein or in the Exchange Act. The Company has also previously delivered to Parent copies notes thereto) and (ii) fairly present the financial position of Tenneco and consolidated subsidiaries as of the unaudited consolidated balance sheets of the Company as of May 31, 1998, dates thereof and the related unaudited consolidated statements results of income their operations and cash flows for the six months ended May periods then ended. The unaudited financial statements of Tenneco and consolidated subsidiaries as of March 31, 19981996 and 1995 and for the three-month periods ended on each of such dates, included in the CompanyTenneco's March 31, 1996 Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 Q as filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Commission, (as hereinafter definedA) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, (B) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as indicated therein or in the notes thereto) and (C) fairly present the consolidated financial position of the Company Tenneco and its Subsidiaries consolidated subsidiaries as of the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectended, in the case of any unaudited interim financial statements, subject to the absence of footnotes required by GAAP and normal year-end adjustments). adjustments and any other adjustments described herein or in the notes or schedules thereto. The unaudited pro forma financial information of the Energy Business (bincluding related notes thereto) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May of December 31, 1998 1995 included in EXHIBIT F-1 attached to this Agreement (which were prepared without cash flow statements and treating the Energy Business as if it were a separate entity for the purpose of estimates and judgments of materiality) appropriately reflects all significant pro forma adjustments necessary to and does fairly present the financial position of the Energy Business as of December 31, 1995 and for the year then ended, except that such financial information was prepared on the assumption that the Energy Business had no long-term debt as of December 31, 1995. The historical financial balances included in the ordinary course unaudited pro forma financial balances included in EXHIBIT F-1 have been derived from amounts included in the consolidated balances presented in the audited financial statements of business consistent Tenneco and consolidated subsidiaries included in Tenneco's December 31, 1995 Annual Report on Form 10-K as filed with past practice the Commission. The unaudited pro forma financial information of the Energy Business (including related notes thereto) as of March 31, 1996 included in EXHIBIT F-2 attached to this Agreement (which were prepared without cash flow statements and treating the Energy Business as otherwise set forth on Schedule 3.05(bif it were a separate entity for the purpose of estimates and judgments of materiality) heretoappropriately reflects all significant pro forma adjustments necessary to and does fairly present the financial position of the Energy Business as of March 31, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute1996, accrued, contingent or otherwise) which are not adequately reserved or reflected except that such financial information was prepared on the balance sheet assumption that the Energy Business had no long-term debt as of the Company March 31, 1996. The historical financial balances included in its the unaudited pro forma financial balances included in EXHIBIT F-2 have been derived from amounts included in the consolidated balances presented in the audited financial statements of Tenneco and consolidated subsidiaries included in Tenneco's March 31, 1996 Quarterly Report on Form 10-QSB Q as filed with the Commission. The financial statements of Tennessee Gas Pipeline Company, Midwestern Gas Transmission Company and East Tennessee Natural Gas Company as of and for the quarter years ended May December 31, 1998, except for liabilities or obligations which 1995 and 1994 included on pages 110 through 123 of each company's respective Federal Energy Regulatory Commission Form 2 were prepared in all material respects in accordance with the aggregate do not exceed $100,000, accounting requirements of the Federal Energy Regulatory Commission as set forth in its applicable Uniform System of Accounts and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationspublished accounting releases.

Financial Statements. (a) The Section 2.5(a) of the Company has previously delivered to Parent Disclosure Schedule includes true and complete copies of the audited (i) Company’s unaudited consolidated balance sheets of at December 31, 2016 and December 31, 2017, (ii) the Company as of November 30Unaudited Interim Balance Sheet, 1995, November 30, 1996 and November 30, 1997, and the related (iii) Company’s unaudited consolidated statements of income, changes in stockholders' cash flow and members’ equity and cash flows for the fiscal years 1996 through 1997ended December 31, inclusive2016 and December 31, included in the 2017, and (iv) Company's Annual Report on Form 10-KSB ’s unaudited statements of income, cash flow and members’ equity for the fiscal year nine months ended November September 30, 1997 filed with 2018 (collectively, the SEC under the Exchange Act“Company Unaudited Financials”). The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Unaudited Financials (as hereinafter definedA) filed on or after November 30, 1995 have been were prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved (except as may be indicated in the footnotes to such Company Unaudited Financials and that unaudited financial statements may not have notes thereto or, and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements periods indicated and the published rules and regulations of the SEC with respect thereto, and (B) fairly present the consolidated financial position condition and operating results of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated therein. (b) Except The following financial statements are true and complete as set forth of the date on Schedule 3.05(bwhich Company provides them to Parent and as of the Closing: (i) hereto for liabilities incurred since May Company’s audited consolidated balance sheets at December 31, 1998 2016 and December 31, 2017, (ii) the Company’s unaudited interim balance sheet as of September 30, 2018, (iii) Company’s audited consolidated statements of income, cash flow and members’ equity for the years ended December 31, 2016 and December 31, 2017, and (iv) Company’s unaudited statements of income, cash flow and members’ equity for the nine months ended September 30, 2018 (collectively, the “Company Audited and Interim Financials”). The Company Audited and Interim Financials (A) were prepared in accordance with GAAP (except as may be indicated in the ordinary course of business consistent with past practice footnotes to such Company Audited and as otherwise set forth on Schedule 3.05(b) hereto, the Company does Interim Financials and that unaudited financial statements may not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not adequately reserved or reflected reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the balance sheet periods indicated and (B) fairly present the financial condition and operating results of Company and its consolidated Subsidiaries as of the Company included in its Quarterly Report on Form 10-QSB dates and for the quarter ended May 31, 1998, except periods indicated therein. (c) Each of Company and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for liabilities or obligations which assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Company and each of its Subsidiaries maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsaccordance with GAAP.

Financial Statements. True and complete copies of (a) The Company has previously delivered to Parent copies the financial statements of the audited consolidated Acquired Company from inception until July 15, 2010 and the related balance sheets sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31 in each of the Company years 2008 and 2009 and the related statements of income and retained earnings for the years then ended; and (c) the financial statements consisting of the balance sheet of the PRMC as of November at June 30, 1995, November 30, 1996 and November 30, 19972010, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows retained earnings for the six months ended May 31six-month period then ended. The financial statements referred to in (a), 1998(b) and (c) above collectively referred to as the “Acquired Financial Statements”, all of which are included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSeller Disclosure Schedule. The audited consolidated financial statements Acquired Financial Statements are true, complete and unaudited consolidated interim financial statements of the Company correct and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as jurisdiction of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations place of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for incorporation applied on a consistent basis throughout the periods then ended (involved, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of footnotes required by GAAP and normal year-end adjustments). notes (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31that, 1998 if presented, would not differ materially from those presented in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which annual financial statements). The Acquired Financial Statements are not adequately reserved or reflected based on the balance sheet books and records of the Acquired Company included in and its Quarterly Report on Form 10-QSB Subsidiary, and fairly present the financial condition of the Acquired Company and its Subsidiary as of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiary for the quarter ended May 31periods indicated. The balance sheets of the Acquired Company as of July 15, 19982010 and its Subsidiary as of June 30, except for liabilities or obligations which 2010 are referred to herein as the “Acquired Balance Sheet” and June 30, 2010 is referred to as the “Acquired Balance Sheet Date”. Each of the Acquired Company and its Subsidiary maintains a standard system of accounting established and administered in accordance with generally accepted accounting principles in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsjurisdiction of their respective place of incorporation.

Financial Statements. Long Beach has previously made available to Washington Mutual copies of (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Long Beach and its Subsidiaries, as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of incomeoperations, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the CompanyLong Beach's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1998 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Deloitte & Touche LLP, independent auditors with respect to Long Beach, and (b) the unaudited consolidated balance sheets of Long Beach and its Subsidiaries as of March 31, 1998 and March 31, 1999 and the related unaudited consolidated statements of operations, stockholders, equity and cash flows for the three-month periods then ended, as reported in Long Beach's Quarterly Report on Form 10-Q for the period ended March 31, 1999 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies Each of the unaudited consolidated balance sheets of financial statements referred to in this Section 4.6 (including the Company as of May 31related notes, 1998where applicable) fairly present, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of referred to in Section 7.11 hereof (including the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports related notes, where applicable) will fairly present (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Form 10-QSBto normal recurring adjustments, none of which are expected to be material in nature or amount), complied the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Long Beach and its Subsidiaries for the respective fiscal periods or as of their the respective dates therein set forth. Each of such financial statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 7.11 hereof (including the related notes, where applicable) will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.respect

Financial Statements. (a) The Company has previously delivered to Parent copies Attached hereto as Schedule 2.11 are (i) audited balance sheets at March 31, 1994 and March 31, 1993, together with unaudited statements of income for each of the two years in the period ended March 31, 1994, for Mesirow Asset Management, (ii) unaudited balance sheets at March 31, 1995, together with the unaudited statements of income for the year ended March 31, 1995, for Mesirow Asset Management, (iii) unaudited statements of income for the Institutional Business for each of the three years ended March 31, 1995, and (iv) audited consolidated balance sheets of Mesirow Holdings at March 31, 1994 and March 31, 1993, all of which financial statements, together with the Company as of November 30notes thereto (together with the audited balance sheets at March 31, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months year ended May March 31, 19981995, included for Mesirow Asset Management and Mesirow Holdings, which shall be delivered to AMG as soon as practicable and in any event prior to the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed Closing) and together with the SEC under Interim Financial Statements, are collectively referred to as the Exchange Act. "Company Financial Statements." (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") principles, methods and practices consistently applied during using the periods involved (except as may be indicated in the notes thereto or, in the case accrual method of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates accounting and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries Mesirow Asset Management or Mesirow Holdings, as applicable, as of the respective dates thereof thereof, and the consolidated income and retained earnings and sources and applications results of funds their respective operations for the respective periods then ended (subjectcovered thereby. The audited financial statements have been certified by Mesirow Holdings's accountants, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)an independent accounting firm. (bc) Except as and to the extent reflected or reserved therefor in the balance sheet of Mesirow Asset Management at March 31, 1995 contained in Schedule 2.11, including the footnotes and schedules thereto (the "Base Balance Sheet"), or as otherwise set forth on as part of Schedule 3.05(b) hereto for 2.11, Mesirow Asset Management has no material liability or liabilities incurred since May 31, 1998 arising other than in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(bbusiness. (d) heretoAll of the accounts receivable of the Institutional Business, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved shown or reflected on the balance sheet Base Balance Sheet or the Interim Financial Statements, were valid and enforceable claims, and all of the Company included outstanding accounts receivable of the Institutional Business of Mesirow Asset Management are valid and enforceable claims, in its Quarterly Report on Form 10each case, subject to no known set-QSB for offs or counterclaims. All of the quarter ended May 31accounts receivable of the Institutional Business of Mesirow Asset Management are, 1998to the knowledge of each Mesirow Entity, except for liabilities or obligations which fully collectible in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsordinary course of business.

Financial Statements. (a) The Schedule 4.07 of the Company has previously delivered to Parent Disclosure Schedule includes copies of (i) the audited consolidated balance sheets sheet of the Company as of November 30at December 31, 19951999, November 30, 1996 and November 30, 1997, and together with the related consolidated statements of incomeoperations, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30December 31, 1997 filed with 1999 and the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of notes thereto, and (ii) the unaudited consolidated balance sheets sheet of the Company as of May 31at June 30, 19982000, and together with the related unaudited consolidated statements of income operations, stockholders' equity and cash flows for the six months six-month period ended May 31June 30, 19982000 (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"COMPANY FINANCIAL STATEMENTS"). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been Financial Statements were prepared in accordance with generally accepted accounting principles U.S. GAAP ("GAAP"except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) consistently applied during on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements thereto) and the published rules each presented fairly and regulations of the SEC with respect thereto, and fairly present accurately the consolidated financial position of Company and the Company and its Subsidiaries as at the respective dates thereof, and their consolidated results of the dates thereof operations, stockholders' equity and the consolidated income and retained earnings and sources and applications of funds cash flows for the respective periods then ended indicated therein, except as otherwise noted therein (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP normal and normal recurring immaterial year-end adjustments). (b) Except as and to the extent set forth or reserved against on Schedule 3.05(bthe consolidated balance sheet of Company and the Company Subsidiaries as of June 30, 2000, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) hereto for liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (ii) liabilities or obligations which were incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosince June 30, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations2000.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company sheet as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, 2021 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited audited consolidated statements of income and cash flows for the six months year ended May December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements 2021 of the Company and its Subsidiaries included or incorporated by reference (the “Company Audited Financial Statements”) fairly present, in the Company SEC Reports (as hereinafter defined) filed all material respects, in conformity with GAAP applied on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates date thereof and their consolidated results of operations and cash flows for the period then ended. The unaudited interim consolidated balance sheet as of June 30, 2022 (the “Company Balance Sheet”) and the related unaudited interim consolidated statements of income and cash flows for the six months ended June 30, 2022 of the Company and its Subsidiaries (the “Company Interim Financial Statements”, and together with the Company Audited Financial Statements, the “Company Financial Statements”) fairly present, in all material respects, in conformity with GAAP applicable to interim financial statements applied on a consistent basis with the Company Audited Financial Statements (except as may be indicated in the notes thereto), the consolidated income financial position of the Company and retained earnings its Subsidiaries as of the date thereof and sources their consolidated results of operations and applications of funds cash flows for the periods period then ended (subject, in the case of any unaudited interim financial statements, subject to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except The Company maintains internal controls over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31necessary to permit preparation of financial statements in accordance with GAAP, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet that receipts and expenditures of the Company included are being made only in its Quarterly Report on Form 10-QSB for accordance with authorizations of management and directors of the quarter ended May 31Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, 1998, except for liabilities use or obligations which in disposition of the aggregate do not exceed $100,000, and there do not exist any circumstances Company’s assets that could reasonably be expected have a material effect on its financial statements. (c) Since the Balance Sheet Date, neither the Company nor any of the Company’s Subsidiaries nor, to result the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company’s Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company’s Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company’s Subsidiaries has engaged in such liabilities questionable accounting or obligationsauditing practices.

Financial Statements. (a) The Company Seller has previously delivered made available to Parent Purchaser true and complete copies of (i) the audited consolidated combined balance sheets of the Company as of November 30January 3, 19952004 and December 28, November 302002 and related audited combined statements of earnings, 1996 cash flows and November 30, 1997Seller's net investment for the Companies and their Subsidiaries for the fiscal years then ended, and (ii) the unaudited combined balance sheet as of January 1, 2005 and related consolidated unaudited combined statements of income, changes in stockholders' equity earnings and statement of cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB Companies and their Subsidiaries for the fiscal year ended November 30January 1, 1997 filed with 2005 (collectively, the SEC under the Exchange Act"Financial Statements"). The Company has also previously delivered January 1, 2005 balance sheet is referred to Parent copies of herein as the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. "Reference Balance Sheet." (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been prepared based on the books and records of the Companies and their Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during and the periods involved Companies' normal accounting practices, consistent with past practice (except as may be indicated therein or in the notes thereto oror schedules thereto), (ii) except with respect to the unaudited Financial Statements described under Section 4.5(a)(ii), are in the case accordance with Regulation S-X of the unaudited statementsSecurities Exchange Act of 1934, as permitted by Form 10-QSB)amended, complied as of their respective dates and (iii) present fairly, in all material respects with applicable accounting requirements respects, the combined financial condition, combined results of operations and the published rules and regulations combined statements of cash flow of the SEC with respect thereto, Companies and fairly present the consolidated financial position of the Company and its their Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds indicated or for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated. (bc) Except Seller's internal control over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions of the Companies and the Subsidiaries are recorded as set forth necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures of the Companies and the Subsidiaries are being made only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Assets that could materially affect the combined financial statements of the Companies and the Subsidiaries. Based on Schedule 3.05(b) hereto for liabilities incurred since May 31information available and Seller's internal control review conducted through the date hereof, 1998 Seller has no knowledge of any significant deficiencies or material weaknesses in the ordinary course design or operation of business consistent Seller's internal control over financial reporting with past practice and as otherwise set forth on Schedule 3.05(b) heretorespect to the Companies, the Company does not have any liabilities Subsidiaries or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Business. The books and records of the Company included Companies and the Subsidiaries, all of which have been made available to Purchaser, are complete and accurate in all material respects and at the Closing will be in their possession. (d) The matters relating to Seller and certain of its Quarterly Report on Form 10Subsidiaries subject to an informal inquiry by the Securities and Exchange Commission and under investigation by Seller's Audit Committee do not involve or affect the financial reporting, financial statements or internal controls relating to the Business or any of the Companies or Subsidiaries. (e) Section 4.5(e) of the Disclosure Schedule sets forth Seller's good faith calculation of excess raw product costs, fruit start-QSB up costs, excess insurance allocation costs, executive severance costs and bonus costs, in each case, of the Companies and the Subsidiaries for the quarter fiscal year ended May 31January 1, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations2005.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference contained in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and have been prepared in accordance with the applicable generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein). The Company's financial statements fairly present, and fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates date thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except The unaudited balance sheet, results of operations and statement of cash flows of the Company for the year ended September 2004, fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as set forth on Schedule 3.05(b) hereto of the date thereof and the consolidated results of their operations and cash flows for liabilities incurred since May 31, 1998 the periods indicated (subject to the absence of footnotes and year-end adjustments). The standard cost information for the Company's products delivered to Parent prior to the execution of this Agreement were derived from the Company's accounting books and records maintained in the ordinary course of business consistent the Company's business, were prepared in accordance with the Company's past practice with respect to similar information and, on that basis, accurately reflect the cost to manufacture such products. (c) The Company and as otherwise set forth on Schedule 3.05(bits Subsidiaries have no Liabilities having a value individually or in the aggregate in excess of $400,000, except, (i) hereto, to the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or extent reflected on the September 30, 2004 balance sheet (including the draft footnotes to the September 30, 2004 balance sheet delivered to Parent prior to the execution of this Agreement), (ii) Liabilities incurred in the normal and ordinary course of business of the Company included since September 30, 2004, or (iii) Liabilities disclosed in its Quarterly Report on Form 10-QSB for Section 2.9(c) of the quarter ended May 31Company Disclosure Letter. For purposes of this Section 2.9(c), 1998the term "Liabilities" means liabilities of any kind or nature, except for liabilities whether known or obligations which unknown, absolute or contingent, other than Liabilities otherwise disclosed in any other representation or warranty made in this Agreement or in any other section of the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsCompany Disclosure Letter.

Financial Statements. (ai) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference (including, in each case, any related notes thereto) contained in the Company SEC Reports Documents (the “Company Financial Statements”): (i) complied in all material respects with the published rules and regulations of the SEC with respect thereto as hereinafter definedof their respective dates; (ii) filed on or after November 30, 1995 have been was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-QSBQ), complied as of their respective dates ; and (iii) fairly presented in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as (including, for purposes of this Section 4.04(b) only, the Transfer Subsidiaries) at the respective dates thereof and the consolidated income results of the Company’s operations and retained earnings and sources and applications of funds cash flows for the periods then ended (indicated therein, subject, in the case of any unaudited interim financial statements, to the absence of footnotes required normal and year-end audit adjustments that are not material in amount or nature as permitted by GAAP and normal year-end adjustments)the applicable rules and regulations of the SEC. The books and records of the Company and its Subsidiaries (including, for purposes of this Section 4.04(b) only, the Transfer Subsidiaries) have been maintained in all material respects in a manner that permits the Company to prepare its consolidated financial statements in accordance with GAAP. (bii) Except The financial statements attached as set forth on Schedule 3.05(bSection 4.04(b)(ii) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included Disclosure Letter fairly present in all material respects the consolidated financial position of the Company and its Quarterly Report on Form 10-QSB consolidated Subsidiaries at the date thereof and the consolidated results of the Company’s operations for the quarter ended May 31period indicated therein (excluding the Feed Business), 1998, except for liabilities or obligations which in subject to the aggregate do not exceed $100,000, assumptions and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsqualifications set forth therein.

Financial Statements. (a) The Company Seller has previously delivered to Parent copies the Purchaser the following financial statements of the Company, all of which are attached to this Agreement as Schedule 2.8: (i) audited consolidated income statements for the years ended June 30, 2000 and June 30, 2001 and unaudited income statements and statements of cash flow for the nine-month period and quarter ended March 31, 2002; (ii) audited balance sheets as of June 30, 2000 and June 30, 2001 and an unaudited balance sheet as of March 31, 2002 (the "Balance Sheet"); and (iii) a pro forma income statement and cash flow statements for the year ended June 30, 2002 and a pro forma balance sheet as of June 30, 2002. The financial statements referred to in clauses (i) and (ii) are hereinafter collectively referred to as the "Historical Financial Statements", and financial statements referred to in clause (iii) are collectively referred to as the "Pro forma Financial Statements". The Historical Financial Statements (i) have been prepared in conformity with Swiss Accounting Standards consistently applied with prior periods, and (ii) fairly present the financial condition and results of operations of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectindicated therein. The books of account, in financial data, schedules and other records of the case Company, including any of any unaudited interim financial statements, the foregoing delivered or made available to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31Purchaser or its representatives in connection with the transactions contemplated hereby, 1998 have been maintained in the ordinary course of business consistent with past practice of the Company, and as otherwise set forth on Schedule 3.05(b) heretothere are no material misstatements, mistakes or omissions therein, and there have been no transactions involving the Company does that properly should have been reflected in the Historical Financial Statements in accordance with such accounting principles that have not have any liabilities or been reflected therein. The Balance Sheet accurately reflects all liabilities, obligations and commitments of any nature whatsoever (whether absolute, accrued, contingent or otherwiseotherwise and whether matured or unmatured) which are not adequately reserved of the Company, except (a) liabilities, obligations or reflected on commitments incurred since the balance sheet date of the Balance Sheet in the ordinary course of business of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for and consistent with past practice and (b) other liabilities or obligations which not required to be shown on a balance sheet prepared in accordance such accounting principles. The Pro forma Financial Statements represent the best estimate by Seller and management of the Company for the operating results and financial condition of the Company for the period and as of the date of the Pro forma Financial Statements, based on reasonable assumptions and taking into account all known trends in the aggregate do not exceed $100,000, Company's business and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsoperations.

Financial Statements. (a) The Company Parent has previously delivered made available to Parent the Company copies of the audited consolidated balance sheets of the Company Parent and its Subsidiaries as of November 30, 1995, November 30, 1996 December 31 for the fiscal year 2001 and November 30, 1997, 2000 and the related consolidated statements of income, changes in stockholdersshareholders' equity and comprehensive income, and cash flows for the fiscal years 1996 1999 through 19972001, inclusive, included as reported in the CompanyParent's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2001 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent. The Company has also previously delivered to December 31, 2001 consolidated balance sheet of Parent copies (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the unaudited consolidated balance sheets of the Company as of May 31, 1998date thereof, and the other financial statements referred to in this Section 5.7 (including the related unaudited consolidated notes, where applicable) fairly present and the financial statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 to be filed with the SEC under after the Exchange Act. The audited date hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial statements and unaudited consolidated interim financial statements position of the Company Parent and its Subsidiaries included for the respective fiscal periods or incorporated by reference in as of the Company respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC Reports after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (as hereinafter definedincluding the related notes, where applicable) has been, and the financial statements to be filed on or with the SEC after November 30the date hereof will be, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations Q of the SEC with respect thereto, SEC. The books and fairly present the consolidated financial position records of the Company Parent and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company SJNB has previously delivered to Parent Saratoga copies of (a) the audited consolidated balance sheets statements of the Company financial condition of SJNB and its Subsidiaries, as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the CompanySJNB's Annual Report Reports on Form 10-KSB K for the relevant fiscal year ended November 30, 1997 years filed with the SEC under the Exchange Act, in each case accompanied by the report of KPMG LLP, independent auditors with respect to SJNB (the consolidated financial statements of SJNB and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "SJNB Consolidated Financial Statements"). The Company has also previously delivered Each of the financial statements referred to Parent copies in this Section 3.2(d) (including the related notes, where applicable) fairly present, and the consolidated financial statements referred to in Section 5.14 hereof will fairly present (subject in the cases of the unaudited consolidated balance sheets statements, to normal recurring and year-end audit adjustments, none of which are expected to be material in nature or amount), the results of the Company consolidated operations and changes in shareholders' equity and consolidated financial condition of SJNB and its Subsidiaries for the respective fiscal periods or as of May 31the respective dates therein set forth. Each of such statements (including the related notes, 1998where applicable) complies, and the related unaudited consolidated financial statements of income referred to in Section 5.14 hereof will comply, in all material respects, with applicable accounting requirements and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the published rules and regulations of the SEC under with respect thereto and each of such statements (including the Exchange Act. The audited consolidated related notes, where applicable) has been, and the financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference referred to in the Company SEC Reports (as hereinafter defined) filed on or after November 30Section 5.14 will be, 1995 have been prepared prepared, in all material respects, in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved (involved, except in each case as may be indicated in such statements or in the notes thereto or, in the case of the unaudited statementsstatements (subject to normal recurring and year-end audit adjustments), as permitted by Form 10-QSB)Q. The books and records of SJNB and its Subsidiaries have been, complied as of their respective dates and are being, maintained where required in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and, where such books and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of records purport to reflect any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretotransactions, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which transactions so reflected are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsactual transactions.

Financial Statements. (a) The Company Representative has previously delivered to Parent furnished the Buyer with copies of the (i) audited consolidated balance sheets of the Company with respect to Liberty Propane LP as of November June 30, 1995, November 2008 and June 30, 1996 and November 30, 19972009, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated audited statements of income and cash flows for the six months ended May 31fiscal years then ended, 1998and the notes thereto, included and (ii) the unaudited consolidated balance sheet with respect to Liberty Propane LP as of September 30, 2009 (the “Latest Balance Sheet”) and the related statement of income for the three (3) month period then ended. Such financial statements have been based upon the information concerning the Company contained in the Company's Quarterly Report on Form 10-QSB for ’s books and records, and present fairly in all material respects the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements condition and unaudited consolidated interim financial statements results of operations of the Company (taken as a whole) as of the times and its Subsidiaries included or incorporated by reference in for the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared periods referred to therein in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during the periods involved (except as may be indicated in the notes thereto oron a consistent basis, subject in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended statements to (subject, in the case of any unaudited interim financial statements, to i) the absence of footnotes required by GAAP footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments). (b) adjustments and reclassifications. Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 matters reflected or reserved for in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoLatest Balance Sheet, the Company does not have any has no material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent (including guaranty and surety obligations), fixed or otherwise) which are not adequately reserved or that would be required under GAAP consistently applied, based on information available to the Company as of the date hereof, to be reflected on in the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities (or obligations which in the aggregate do not exceed $100,000notes thereto) except (x) liabilities and obligations that were incurred since September 30, 2009 in the Ordinary Course, and there do not exist any circumstances that could reasonably be expected (b) executory obligations under the Company’s contracts and agreements (excluding obligations relating to result in such liabilities or obligationsthe breach thereof by the Company).

Financial Statements. (a) 5.4.1. The Company has previously delivered to Parent copies of the following financial statements and notes (collectively, the "Company Financial Statements"): 5.4.1.1. The consolidated audited consolidated balance sheets of the Company as of November 30December 31, 19951999, November 30, 1996 and November 30, 19972000, and the related consolidated audited statements of income, changes in operations and statements of stockholders' equity and cash flows of the Company for the fiscal years 1996 through 1997then ended, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under notes thereto and the Exchange Actunqualified report and opinion of a recognized firm of independent certified accountants relating thereto; 5.4.1.2. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets sheet of the Company as of May December 31, 19982001 (the "Unaudited Balance Sheet"), and the related unaudited consolidated statements statement of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements operations of the Company for the twelve months then ended; and 5.4.1.3. A trial balance sheet dated as of January 31, 2002 (the "Trial Balance Sheet"). 5.4.2. The Company Financial Statements are accurate and its Subsidiaries included or incorporated by reference complete in all material respects and present fairly the financial position of the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 of the respective dates thereof and the results of operations of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with US generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved (covered and comply with the requirements of all applicable US regulations, except as may be indicated in that the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements Unaudited Balance Sheet and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of Trial Balance Sheet may not contain all footnotes required by GAAP and generally accepted accounting principles or normal year-end adjustments). (b) Except 5.4.3. All proper and necessary books of account, minute books, registers and records have been maintained by the Company, are in its possession and contain accurate information relating to all material transactions to which the Company has been a party, except where the failure to maintain such books of account, minute books, registers and records would not have a Material Adverse Effect on the Company. 5.4.4. A complete list of the Company's debts and loan facilities as of the date of the Balance Sheet, is set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Part 5.4.4 of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsDisclosure Schedule.

Financial Statements. (a) The Company has previously delivered to Parent copies Purchaser (i) the consolidated audited balance sheet of the Company for its fiscal years ended December 31, 1997 and December 31, 1996, and the consolidated audited statements of operation, stockholders' equity and changes in financial position for the fiscal years then ended, each accompanied by a report of the Company's independent certified public accountants, (ii) the consolidated unaudited balance sheets sheet of the Company as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, 1998 and the related consolidated unaudited statements of incomeoperations, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included changes in the Company's Annual Report on Form 10-KSB financial position for the fiscal year ended November 30then ended, 1997 filed with and (iii) the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the consolidated unaudited consolidated balance sheets sheet of the Company as of May 31February 28, 19981999, and the related consolidated unaudited consolidated statements of income operations, stockholders' equity and cash flows changes in financial position for the six months two month period then ended May 31(all of the financial statements referred to the preceding clauses (i), 1998(ii), included and (iii) are herein collectively referred to as the "Financial Statements"). All of the Financial Statements, including the notes thereto, (i) have been prepared in accordance with the books and records of the Company's Quarterly Report on Form 10-QSB for , (ii) present fairly in all material respects the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company as of their respective dates and its Subsidiaries included or incorporated by reference the results of operations and changes in financial position for the Company SEC Reports respective periods indicated, and (as hereinafter definediii) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved on a consistent basis (except as may be indicated otherwise noted in the notes thereto orthereto), subject in the case of the unaudited statementsstatements normal year end adjustments. SCHEDULE 3.21 sets forth all changes in accounting methods (for financial accounting purposes) made, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC agreed to or requested or required with respect thereto, and fairly present the consolidated financial position of to the Company and its Subsidiaries as of during the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) past five years. Except as set forth on Schedule 3.05(b) hereto in the Financial Statements, the Company has no liabilities, contingent or absolute, matured or unmatured, except for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretowhich, in the Company does aggregate, do not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on a material adverse effect upon the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsCompany.

Financial Statements. (a) The Company Professionals Group has previously delivered made available to Parent PPTF copies of (i) the audited consolidated balance sheets of the Company Professionals Group and its Subsidiaries as of November 30December 31, 1995, November 30, for the fiscal years 1996 and November 30, 19971995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971996, 1995 and 1994, inclusive, included as reported in the CompanyProfessionals Group's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1996 filed with the SEC under the Exchange Act. The Company has also previously delivered , in each case accompanied by the audit reports of KPMG Peat Marwick LLP (with respect to Parent copies of the years ended December 31, 1996 and 1995) and Coopers & Lybr▇▇▇ ▇.▇.P. (with respect to the year ended December 31, 1994), both independent public accountants with respect to Professionals Group, and (ii) the unaudited consolidated balance sheets sheet of the Company Professionals Group and its Subsidiaries as of May 31June 30, 1998, 1997 and the related unaudited consolidated statements of income and cash flows for the six months six-month period then ended May 31, 1998, included as reported in the CompanyProfessionals Group's Quarterly Report on Form 10-QSB Q for the quarter period ended May 31June 30, 1998 1997 filed with the SEC under the Exchange ActAct (the "Professionals Group June 30, 1997 Form 10-Q"). The audited consolidated balance sheets of Professionals Group as of December 31, 1996 and 1995 (including the related notes, where applicable) fairly present the consolidated financial statements and unaudited consolidated interim financial statements position of the Company Professionals Group and its Subsidiaries included or incorporated by reference as of the dates thereof, and the other financial statements referred to in this Section 3.6(a) (including the Company SEC Reports related notes, where applicable) fairly present (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Form 10-QSB), complied to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Professionals Group and its Subsidiaries for the respective fiscal periods or as of their the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects 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, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for where applicable) has been prepared in all material respects in accordance with generally accepted accounting principles consistently applied ("GAAP") during the periods then ended (subjectinvolved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any unaudited interim financial statements, to the absence as permitted by Form 10-Q. The books and records of footnotes required by Professionals Group and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto Professionals Group has previously made available to PPTF copies of the Statutory Annual Statements for liabilities incurred since May each of the Professionals Group Insurance Subsidiaries for the years ended December 31, 1998 1996, 1995 and 1994 (collectively, the "Professionals Group Insurance Subsidiary Statutory Statements"). The Professionals Group Insurance Subsidiary Statutory Statements (i) have been prepared in accordance with the ordinary course books and records of business the Professionals Group Insurance Subsidiaries, (ii) have been prepared in accordance with the statutory accounting practices and principles prescribed by or permitted under the insurance laws of the applicable jurisdictions, and (iii) are consistent with past practice prior periods, except as provided for therein and as otherwise set forth on Schedule 3.05(bexcept for any changes required by applicable law or the accounting practices and principles referred to in clause (ii) heretoof this sentence. The Professionals Group Insurance Subsidiary Statutory Statements, when read in conjunction with the Company does not have notes thereto and any liabilities or obligations of any nature whatsoever (whether absolutestatutory audit reports relating thereto, accrued, contingent or otherwise) which are not adequately reserved or reflected on present fairly in all material respects the balance sheet statutory financial condition of the Company included in its Quarterly Report on Form 10-QSB Professionals Group Insurance Subsidiaries at December 31, 1996, 1995 and 1994, respectively, and the statutory results of their respective operations for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsperiod then ended.

Financial Statements. (a) The Company has previously delivered to Parent copies Copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1998 and November 30, 19971999, and the related consolidated statements statement of income, consolidated statement of changes in stockholdersshareholders' shareholders' equity and comprehensive income and consolidated statement of cash flows for the fiscal years 1996 1998 through 19971999, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1999 (the "Company 10-K") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG LLP, independent accountants with respect to the Company, have previously been made available to Parent. The Company has also previously delivered to Parent copies of the unaudited December 31, 1999 consolidated balance sheets sheet of the Company as of May 31, 1998, and (including the related unaudited consolidated statements of income and cash flows for the six months ended May 31notes, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedwhere applicable) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated income operations and retained earnings changes in shareholders' equity and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim consolidated financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet position of the Company included in and its Quarterly Report on Form 10-QSB Subsidiaries for the quarter ended May 31respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, 1998where applicable) complies in all material respects 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, except for liabilities where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or obligations which in the aggregate do not exceed $100,000notes thereto. The books and records of the Company and its Subsidiaries have been, and there do not exist are being, maintained in all material respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother applicable legal and accounting requirements.

Financial Statements. (a) The Company ETI has previously delivered to Parent copies of VSI the following financial statements and notes (collectively, the "Company Financial Statements"): (i) audited consolidated balance sheets of the Company ETI as of November 30December 31, 1995, November 30, 1996 1995 and November 30, 1997, 1994 and the related consolidated statements of income, changes in stockholders' equity and cash flows income of ETI for the fiscal years then ended and the accompanying report of Ernst & Young LLP, independent certified public accountants; and (ii) unaudited, management-prepared balance sheet of ETI as of August 31, 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (the unaudited consolidated balance sheets of the Company sheet as of May August 31, 19981996 is hereinafter referred to as the "Unaudited Balance Sheet"), and the related unaudited consolidated statements of income income, statements of shareholders' equity and statements of cash flows of ETI for the six months eight-month periods then ended. (b) The Company Financial Statements for the years ended May December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The 1995 and 1994 which have been audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Ernst & Young LLP have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orprinciples, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates are accurate and complete in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Company and its Subsidiaries ETI as of the respective dates thereof and the consolidated income results of operations and retained earnings and sources and applications cash flows of funds ETI for the periods then ended covered thereby. The Company Financial Statements for the eight-month period from January 1, 1996 through August 31, 1996, which have been prepared by management of ETI, have been prepared on an accrual basis but not necessarily in accordance with generally accepted accounting principles. The Company Financial Statements do not accrue any liability for corporate income taxes since ETI has elected Subchapter "S" tax status (subjectsee Notes to the December 31, 1995 audited financial statements of Ernst & Young LLP). In addition, "accounts receivable" reflected in the case Company Financial Statements include aggregate commissions payable to ETI by all customers (of any unaudited interim financial statementsETI's customers, to the absence of footnotes required by GAAP e.g., NYNEX) who have entered into purchase agreements for products and normal year-end adjustments). (b) Except services as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities date of such financial statements whether or obligations which in the aggregate do not exceed $100,000, such products and there do not exist any circumstances that could reasonably be expected to result in services have actually been installed or "cut- over" by such liabilities or obligationsdate.

Financial Statements. Company has delivered to Subsidiary (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30at May 31, 1997, and June 1, 1996, and the related consolidated audited statements of income, changes in stockholders' equity equity, and cash flows flow for each of the fiscal years 1996 through 1997then ended, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies report thereon of Robe▇▇▇▇▇ & ▇ompany, independent auditors, and (b) the unaudited consolidated balance sheets sheet of the Company as of May 3130, 1998, and the related unaudited consolidated statements statement of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Actfiscal year then ended. The audited consolidated Such financial statements and unaudited consolidated interim notes fairly present the financial statements condition and the results of operations, changes in stockholders' equity, and cash flow of Company as at the Company respective dates of and its Subsidiaries included or incorporated by reference for the periods referred to in the Company SEC Reports (as hereinafter defined) filed on or after November 30such financial statements, 1995 have been prepared all in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of footnotes required by GAAP and normal year-end adjustmentsnotes (that, if presented, would not differ materially from those included in the last audited statement). (b) ; the financial statements referred to in this Section 5.4 reflect the consistent application of such accounting principles throughout the periods involved. Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since 5.4, Company has not been advised in writing by any attorney representing it that there are any "loss contingencies" (as defined in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board of March, 1975), which would be required to be disclosed or accrued in financial statements of the Company were such statements prepared as of the date hereof. No financial statements of any Person other than Company are required by GAAP to be included in the financial statements of Company. The May 30, 1998, audited financial statements of the Company shall be delivered no later than August 31, 1998 in 1998, including the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the audited balance sheet of the Company included in its Quarterly Report on Form 10-QSB for as of May 30, 1998 (the quarter ended May 31"Balance Sheet"), 1998and, when delivered, shall be deemed to constitute a portion of the Supplement entitling the Parent to such rights and obligations applicable with respect to the Supplement, except for liabilities or obligations which that the ten (10) day period referenced in Section 4.3 shall commence on the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in date of delivery of such liabilities or obligationsfinancial statements.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Attached hereto as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent Schedule 3.6(a) are copies of the unaudited consolidated pro-forma GAAP balance sheets and income statements of the Company Business as of May and for the twelve months ending December 31, 19982002 and the six months ending June 30, 2003 (such financial statements, together with the notes thereto, being hereinafter collectively referred to as the “Business Financial Statements”). Except as set forth in the notes to the Business Financial Statements, the Business Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis with the audited consolidated financial statements of CIGNA and its subsidiaries for the year ended as of December 31, 2002, and the related unaudited consolidated financial statements of income CIGNA and cash flows its subsidiaries for the six months ended May 31June 30, 19982003, included respectively, (ii) were prepared using the Books and Records of CGLIC and its Affiliates, (iii) were prepared using the same data with respect to the Business as was used in preparing the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements of CIGNA and its subsidiaries for the year ended as of December 31, 2002, and the unaudited consolidated interim financial statements of the Company CIGNA and its Subsidiaries included or incorporated by reference in subsidiaries for the Company SEC Reports (as hereinafter defined) filed on or after November six months ended June 30, 1995 have been prepared in accordance with generally accepted accounting principles 2003, respectively, and ("GAAP"iv) consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements the combined financial position and the published rules and regulations results of operations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds Business for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated. (b) Except as set forth on in Schedule 3.05(b3.6(b), the Pro-Forma Statement of Net Settlement was prepared in all material respects in accordance with the Statement of Net Settlement Methods. Except as set forth in Schedule 3.6(b), the Statement of Net Settlement Methods is consistent in all material respects with the methodologies and procedures utilized by Sellers to prepare the Statutory Financial Statements. (c) Attached hereto as Schedule 3.6(c) are copies of the unaudited pro-forma statutory statements for liabilities incurred since May the portion of the Business contained in CGLIC as of and for the twelve months ending December 31, 1998 2002 and the six months ending June 30, 2003 (such statutory statements, together with the notes thereto, being hereinafter collectively referred to as the “Statutory Financial Statements”). Except as set forth in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretonotes to the Statutory Financial Statements, the Company does not have any liabilities Statutory Financial Statements (i) were prepared in accordance with statutory accounting principles prescribed or obligations permitted by the Connecticut Insurance Department (“Connecticut SAP”) applied on a consistent basis with the statutory financial statements of any nature whatsoever CGLIC for the year ended as of December 31, 2002 and the six month period ended June 30, 2003, (whether absolute, accrued, contingent or otherwiseii) which are not adequately reserved or reflected on were prepared using the balance sheet Books and Records of CGLIC and (iii) fairly present in all material respects the statutory results of operations and financial condition of the Company included portion of the Business contained in its Quarterly Report on Form 10-QSB CGLIC for the quarter ended May 31periods indicated; provided, 1998that this representation and warranty shall not be breached with respect to the IMR amount if the IMR of the Business as of June 30, except for liabilities or obligations which 2003 is within $50 million of the $55 million current estimate of the recalculated IMR Amount. As of the date of this Agreement the unassigned funds of CIGNA Life calculated in accordance with Connecticut SAP (the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations“Unassigned Funds”) is greater than zero.

Financial Statements. (a) The Company has previously delivered to Parent copies furnished you with the following financial statements, identified by a principal financial officer of the audited Company: consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the dates thereof Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and retained earnings cash flows of the Company and sources and applications of funds its Subsidiaries for the periods then ended Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, in the case of any unaudited as to interim financial statements, to the absence of footnotes required by GAAP changes resulting from audits and normal year-end adjustments). , have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (bloss) Except as set forth on Schedule 3.05(b) hereto and cash flows fairly present the results of the operations of the Company and its Subsidiaries for liabilities incurred since May 31, 1998 the periods indicated. There has been no material change in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobusiness, the Company does not have any liabilities condition or obligations of any nature whatsoever operations (whether absolute, accrued, contingent financial or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included and its Subsidiaries taken as a whole (except as otherwise described in its Quarterly Report on Form 10-QSB for the quarter ended May 31subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations1999.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Reference Financial Statements have been prepared in accordance with generally accepted accounting the provisions of the German Commercial Code (HGB) and rules of orderly bookkeeping (Grundsätze ordnungsgemäßer Buchführung), applied on a basis consistent with the principles ("GAAP") consistently applied during the periods involved (except as may be indicated used in the preparation of the relevant consolidated financial statements for the preceding financial year (subject to the notes thereto orto the Reference Financial Statements and Exhibit 3.2 (1)). The Reference Financial Statements give a true and fair view (zutreffendes Bild), in accordance with such principles and based on the case facts known (within the meaning of the unaudited relevant Accounting Principles) to Bakelite and the relevant Companies (with respect to their respective underlying individual financial statements) at the time of their preparation, as permitted by Form 10-QSBof the consolidated assets position (Vermögenslage), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof (Finanzlage) and the consolidated income results of operations (Ertragslage) of the Bakelite Group, as of, and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, with respect to the absence of footnotes required financial year ending on December 31, 2003. The audit opinion (Bestätigungsvermerk) by GAAP and normal year-end adjustments)PwC on the Reference Financial Statements has not been qualified in any respect. (b) Except The consolidated financial statements of the Bakelite Group as of June 30, 2004, as reviewed by PwC and attached hereto as Exhibit 5.4 (b) (the “June 30, 2004 Financial Statements”), have been prepared, in all material respects, in accordance with the provisions of the German Commercial Code (HGB) and rules of orderly bookkeeping (Grundsätze ordnungsgemäßer Buchführung), applied on a basis consistent with the principles used in the preparation of the relevant consolidated financial statements for the preceding financial year (subject to the notes to June 30, 2004 Financial Statements and Exhibit 3.2 (1)), except for (i) the absence of non-material year-end adjustments (fehlende unterjährige Abgrenzungen und Anpassungen) and any adjustments with respect to Taxes and Tax Assets, (ii) the absence of a physical stock-take, (iii) the scope of the review and the limited number of Companies included in a review by the respective local auditors, (iv) the absence of footnote disclosures and (v) except as otherwise disclosed in PwC’s notes to the June 30, 2004 Financial Statements, as delivered to Purchaser prior to the date hereof. The June 30, 2004 Financial Statements fairly present in all material respects, in accordance with such principles and subject to the above, based on the facts known (within the meaning of the relevant Accounting Principles) to Bakelite and the relevant Companies (with respect to their respective underlying individual financial statements) at the time of their preparation, the consolidated assets position (Vermögenslage), the consolidated financial position (Finanzlage) and the consolidated results of operations (Ertragslage) of the Bakelite Group, as of, and with respect to the six month period as from January 1, 2004, to June 30, 2004. The review opinion of PwC on the June 30, 2004 Financial Statements has not been qualified in any respect. (c) None of the Companies has incurred any material debt, liabilities and/or payment obligations, whether absolute or contingent, matured or not matured, determined or undetermined, that is required to be set forth on Schedule 3.05(ba balance sheet of any Company or disclosed in the notes thereto under the relevant accounting principles, other than those (i) hereto for liabilities disclosed in the Reference Financial Statements or June 30, 2004 Financial Statements or in paragraph 5.4 (c) of the Disclosure Schedule, (ii) which would, if existing on the Effective Date, have to be included in the Effective Date Working Capital in accordance with the Accounting Principles or (iii) incurred since May 31, 1998 after the date of the Reference Financial Statements in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company business. This representation does not have apply with respect to obligations or liabilities relating to any liabilities matter which is specifically addressed in any other representations (other than Section 5.4) or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included indemnity contained in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsthis Agreement.

Financial Statements. (a) The Company AAI has previously delivered provided to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the financial statements (including any related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB notes thereto) for the fiscal year ended November June 30, 1997 filed with 2004, the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May transition six month period ended December 31, 1998, 2004 and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited draft consolidated financial statements (including any related notes thereto) for the fiscal year ended December 31, 2005 and unaudited consolidated interim CI has provided to Parent audited combined financial statements of for the Company fiscal years ended December 31, 2004 and its Subsidiaries included or incorporated by reference in 2005 (collectively, the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been “Annual Financial Statements”). The Annual Financial Statements were prepared in accordance with the published rules and regulations of any applicable Governmental Entity and with generally accepted accounting principles of the United States ("“U.S. GAAP"”) consistently or Canada (“Canada GAAP”), as applicable, applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates thereto) and each fairly presents in all material respects the financial position of the applicable companies at the respective dates thereof and the results of its operations and cash flows for the periods indicated. (b) AAI has provided to Parent a correct and complete copy of the unaudited consolidated financial statements (including any related notes thereto) of AAI for the ten-month period ended October 31, 2006 and CI has provided to Parent a correct and complete copy of the unaudited combined financial statement (including, any notes thereto) of CI for the ten-month period ended October 31, 2006 (collectively, the “Stub Financial Statements”). The Stub Financial Statements comply as to form in all material respects, and were prepared in accordance, with applicable accounting requirements and the published rules and regulations of any applicable Governmental Entity and with U.S. GAAP or Canada GAAP, as applicable, applied on a consistent basis throughout the SEC periods involved (except as may be indicated in the notes thereto), are consistent with respect thereto, the Annual Financial Statements and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of applicable companies at the dates date thereof and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectperiod indicated, in the case of any unaudited interim financial statements, except that such statements do not contain notes and are subject to the absence of footnotes required by GAAP and normal year-end audit adjustments). (bc) Except as The books of account, minute books, stock certificate books and stock transfer ledgers and other similar books and records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth. (d) The accounts and notes receivable of the Company reflected on Schedule 3.05(bthe balance sheets included in the Annual Financial Statements and the Stub Financial Statements (i) hereto for liabilities incurred since May 31arose from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, 1998 (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein, (iv) are collectible in the ordinary course of business consistent with past practice in the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and (v) are not the subject of any actions or proceedings brought by or on behalf of the Company. All inventory reflected on the Annual Financial Statements and the Stub Financial Statements were produced in the ordinary course of business consistent with past practice and represents saleable goods. (e) LLC has not conducted any operations since January 1, 2004 and has not had any revenues, expenses or losses since such date and has no obligations to any party, whether now owing or which would become owed given the passage of time, except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,0002.7(e), and there do has not exist been audited and has not produced financial statements (nor has it been required to under law or contract) since such date. LLC is not a party to any circumstances that could reasonably be expected to result in such liabilities Company Contract (as defined). LLC has no assets or obligationsliabilities.