Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject The Company has furnished or made available to the reporting requirements Purchaser true and complete copies of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc all reports or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been registration statements it has filed with the SEC Securities and Exchange Commission (the “SEC”) under the Securities Act and the Secretary Securities Exchange Act of State of the State of Nevada1934, as amended (the case may be“Exchange Act”), including for all formsperiods subsequent to November 1, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to2002, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and form so filed (collectively the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the “Company SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"Documents”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective filing dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, and (ii) did not contain as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. Each No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the audited consolidated statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements and unaudited interim financial statements (includingstatements, in each caseincluding the notes thereto, the notes, if any, thereto) included in the Lil Marc Company SEC Reports Documents (collectively, the "Lil Marc “Financial Statements"”) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis during (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present specified (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end normal audit adjustments (which are not expected to be, individually or in adjustments). Since the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as date of the dates thereof most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySEC.

Reports and Financial Statements. (ai) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Monsanto has filed all required registration statements, 1998 prospectuses, reports, schedules, forms, statements and the filings other documents required to be made filed by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed it with the SEC and the Secretary of State of the State of Nevadasince January 1, as the case may be1998 (collectively, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining exhibits thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as the "Monsanto SEC Reports"). No Subsidiary of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available Monsanto is required to ITI a true and complete copy of each file any form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and or prospectus or other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such dateSEC. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements none of the Exchange ActMonsanto SEC Reports (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained, and (ii) did not contain none of the Monsanto SEC Reports filed subsequent to the date hereof will 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 circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Monsanto SEC Reports (collectivelypresents fairly, the "Lil Marc Financial Statements") complied as to form in all material respects with respects, the published rules consolidated financial position and regulations consolidated results of operations and cash flows of Monsanto and its Subsidiaries as of the SEC with respect theretorespective dates or for the respective periods set forth therein, were prepared all in accordance conformity with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto otherwise noted therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments (which that have not been and are not expected to bebe material in amount. All of such Monsanto SEC Reports, individually or in the aggregate, materially adverse to Lil Marc as of their respective dates (and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof date of any amendment to the respective Monsanto SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the consolidated results of operations Exchange Act and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyrules and regulations promulgated thereunder.

Reports and Financial Statements. The filings (aother than immaterial filings) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date CEI and the CEI Subsidiaries under the Securities Act, the Exchange Act, and PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC and SEC, FERC, the Secretary of State of NRC or the State of Nevadaappropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were thereto required to file be filed with the SEC under the Exchange Act since such datecommission. As of their respective dates, the Lil Marc reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by CEI or any CEI Subsidiary with the SEC Reportssince January 1, including, without limitation, any financial statements or schedules included therein, at 1997 (the time filed (i"CEI SEC Documents") complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such CEI SEC Documents, and none of the CEI SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated The financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of CEI included in the Lil Marc CEI SEC Reports Documents (collectively, the "Lil Marc CEI Financial Statements") complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) all material respects the consolidated financial position of Lil Marc CEI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Each subsidiary ended (subject, in the case of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyunaudited statements, to normal recurring year-end audit adjustments).

Reports and Financial Statements. The filings (aother than immaterial filings) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any NU and the NU Subsidiaries under the Securities Act of its subsidiaries since such date under 1933, as amended (the "Securities Act"), the Exchange Act, and PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC and SEC, FERC, the Secretary of State of NRC or the State of Nevadaappropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were thereto required to file be filed with the SEC under the Exchange Act since such datecommission. As of their respective dates, the Lil Marc reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by NU or any NU Subsidiary with the SEC Reportssince January 1, including, without limitation, any financial statements or schedules included therein, at 1997 (the time filed (i"NU SEC Documents") complied as to form in all material respects with the requirements of the Exchange Securities Act, the Exchange Act or PUHCA, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such NU SEC Documents, and none of the NU SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated The financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of NU included in the Lil Marc NU SEC Reports Documents (collectively, the "Lil Marc NU Financial Statements") complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) all material respects the consolidated financial position of Lil Marc NU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Each subsidiary ended (subject, in the case of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyunaudited statements, to normal recurring year-end audit adjustments).

Reports and Financial Statements. (aThe Company and each of its -------------------------------- wholly owned Subsidiaries required to file reports under Sections 13 or 15(d) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10has filed all required reports, 1998 schedules, forms, statements and the filings other documents required to be made filed by Lil Marc it with the SEC since January 1, 1995 (collectively, including all exhibits thereto, and together with such other reports, schedules, forms, statements and other documents, filed by the Company or any of its subsidiaries since such date Subsidiary with the SEC under the Exchange Act, and applicable state laws and regulations have been filed with the SEC Act and the Secretary of State of the State of Nevada, as the case may beSecurities Act, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining exhibits thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings compliedthe "COMPANY SEC REPORTS"). None of the Company SEC Reports, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc contained or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Company SEC Reports (collectivelypresents fairly, the "Lil Marc Financial Statements") complied as to form in all material respects with respects, the published rules consolidated financial position and regulations consolidated results of operations and cash flows of the SEC with respect theretoCompany and its Subsidiaries as of the respective dates or for the respective periods set forth therein, and were prepared in accordance conformity with GAAP United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto otherwise noted therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments (which that have not been and are not expected to bebe material in amount. All of the Company SEC Reports, individually or in the aggregate, materially adverse to Lil Marc as of their respective dates (and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the consolidated results of operations Exchange Act and cash flows the rules and regulations promulgated thereunder. Except for matters reflected or reserved against in the balance sheet for the periods then ended. Each subsidiary period ended April 3, 1998 included in the financial statements contained in the Company's most recent Form 10-Q, neither the Company nor any of Lil Marc is treated as its Subsidiaries has incurred since that date any liabilities or obligations of any nature (whether accrued, absolute, contingent, fixed or otherwise) which would be required under GAAP to be set forth on a consolidated subsidiary balance sheet of Lil Marc the Company and its consolidated Subsidiaries, except liabilities and obligations which were incurred in Lil Marc Financial Statements for all periods covered therebythe ordinary course of business consistent with past practice since such date.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements Except as set forth in Section 4.5 of the Exchange Act on June 10Company Disclosure Schedule, 1998 and the all material filings required to be made by Lil Marc or any of its subsidiaries the Company and the Company Subsidiaries since such date January 1, 1998 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Public Utility Holding Company Act (the "1935 Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954 (the "Atomic Energy Act"), the Communications Act of 1934, applicable state public utility laws and regulations or pursuant to the requirements of any other Governmental Authority have been filed with the SEC and SEC, the Secretary Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Federal Communications Commission (the "FCC"), the Department of State of Energy (the State of Nevada"DOE"), or the appropriate state public utilities commission or such other appropriate Governmental Authority, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective datesdates or as of the date of any amendment thereto, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC by the Company pursuant to the requirements of the Securities Act or Exchange Act since June 10January 1, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"). Except as set forth in Section 4.5 of the Company Disclosure Schedule, which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As as of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except as set forth in Section 4.5 of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved U.S. generally accepted accounting principles ("U.S. GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end normal audit adjustments which will not be material in amount or effect. True, accurate and complete copies of the charter and by-laws of the Company, as in effect on the date hereof, are included (which are not expected to be, individually or incorporated by reference) in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyCompany SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since December 31, 1998 1996, FirstMerit has filed all reports, registrations and the filings statements, together with any required amendments thereto, that it was required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed file with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining theretoCommission, including, but not limited toto Forms 10-K, all franchisesForms 10-Q, services agreementsForms 8-K and proxy statements (collectively, material agreements the "FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the FirstMerit Reports filed after the date of this Agreement, will promptly furnish, CoBancorp with true and related documents, and all such filings complied, as complete copies of each of the FirstMerit Reports. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true promulgated by the Commission and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contain, or, with respect to FirstMerit Reports filed after the date of this Agreement, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of FirstMerit included in the Lil Marc SEC FirstMerit Reports (collectively, the "Lil Marc FirstMerit Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc FirstMerit and the FirstMerit Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary ended subject, in the case of Lil Marc is treated as a consolidated subsidiary the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of Lil Marc in Lil Marc Financial Statements for all periods covered therebyfootnotes.

Reports and Financial Statements. (a) Lil Marc became subject to Since January 1, 1996, the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been Company has filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all material forms, statements, reports, agreements reports and documents (oral or written) and including all documents, exhibits, post-effective amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, including, but not limited tothe Exchange Act and the respective rules and regulations thereunder, all franchises, services agreements, material agreements and related documents, and all such filings compliedof which, as of their respective datesamended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc The Company has previously delivered or made available to ITI a true and complete copy of each formParent copies (including all exhibits, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all post-effective amendments thereof and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended December 31, 1997, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10January 1, 1998 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), and (c) filed prior to the date hereof are collectively referred to as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc SEC Reports Company's Annual Report on Form 10-K for the twelve months ended December 31, 1997 (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (ai) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Cigna has filed or furnished all registration statements, 1998 prospectuses, reports, schedules, forms, statements and the filings other documents required to be made filed or furnished by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries it with the SEC since June 10January 1, 1998 2013 (collectively, as such documents they have been amended since the time of their filing been amendedand including all exhibits thereto and all other information incorporated therein, the "Lil Marc “Cigna SEC Reports"”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were . No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC under the Exchange Act since such date. As Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the Lil Marc SEC Reportsdate of this Agreement or the Closing Date, includingthen on the date of such filing), without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Cigna SEC Reports (collectivelyA) presents fairly, the "Lil Marc Financial Statements") complied as to form in all material respects with respects, the published rules consolidated financial position and regulations consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the SEC with respect theretorespective dates or for the respective periods set forth therein, were prepared all in accordance conformity with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto otherwise noted therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments (which that were not or are not expected to bebe material in amount, individually or in the aggregateand lack of footnote disclosure, materially adverse to Lil Marc and its subsidiaries, taken as (B) contains and reflects all necessary adjustments and accruals for a whole)) the fair presentation of Cigna’s consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedcovered by such financial statements. Each subsidiary All of Lil Marc is treated such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as a consolidated subsidiary of Lil Marc their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in Lil Marc Financial Statements for all periods covered therebymaterial respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Cigna SEC Report.

Reports and Financial Statements. Tribune has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed by it under the Securities Act or the Exchange Act since January 1, 1998 (collectively, the "TRIBUNE SEC REPORTS"). The Tribune SEC Reports (a) Lil Marc became subject to as of their respective dates, were prepared in accordance with the reporting requirements of the Exchange Securities Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements and (oral or writtenb) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included thereindid not, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Actthey were filed, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements balance sheets (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Tribune SEC Reports and the audited consolidated balance sheet of Tribune as of December 26, 1999 (collectivelyincluding the related notes) attached to Section 5.5 of the Tribune Disclosure Statement presents fairly, the "Lil Marc Financial Statements") complied as to form in all material respects with respects, the published rules consolidated financial position of Tribune and regulations its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Tribune SEC with respect theretoReports and the other related audited statements of Tribune as at or for the period ended December 26, were prepared 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement present fairly, in accordance all material respects, the results of operations and the changes in financial position of Tribune and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments (which are not expected to beadjustments. All of the Tribune SEC Reports, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of their respective dates, complied as to form in all material respects with the dates thereof requirements of the Exchange Act and/or the Securities Act, as applicable, and the consolidated results of operations applicable rules and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyregulations thereunder.

Reports and Financial Statements. Target has previously furnished to Acquiror true and complete copies of: (a) Lil Marc became subject to Target's Annual Reports on Form 10-K filed with the reporting requirements Securities and Exchange Commission (the "SEC") for each of the Exchange Act years ending after the date on which the Target Common Stock began trading publicly (the "Target IPO Date"); (b) Target's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, June 1030 and September 30, 1998 1998; (c) each definitive proxy statement filed by Target with the SEC since the Target IPO Date; (d) each final prospectus filed by Target with the SEC since the Target IPO Date; and (e) all Current Reports on Form 8-K filed by Target with the filings SEC since December 31, 1997. Target has timely filed all reports, registration statements and other filings, together with any amendments required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining respect thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc that it has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Securities Act and the Exchange Act Act. All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Target with the SEC since such date. the Target IPO Date through the date of this Agreement, together with any amendments thereto, are collectively referred to as the "Target SEC Reports." As of the respective dates of their respective datesfiling with the SEC, the Lil Marc Target SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Reports complied as to form in all material respects with the requirements Securities Act, the Exchange Act and the rules and regulations of the Exchange ActSEC thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Except as set forth on Schedule 4.4, (i) each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, theretoincluding any related notes or schedules) included in the Lil Marc Target SEC Reports was prepared in accordance with generally accepted accounting principles (collectively, the "Lil Marc Financial StatementsGAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied as to form in all material respects with the published rules and regulations of the SEC with respect theretoand (ii) such consolidated financial statements fairly present the consolidated financial position of Target and its Subsidiaries as of the dates thereof and the results of operations, were prepared cash flows and changes in accordance with GAAP applied on a consistent basis during stockholders' equity for the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as on a wholebasis consistent with past periods)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySECTION 4.5.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since December 31, 1998 1993, CoBancorp has filed all reports, registrations and the filings statements, together with any required amendments thereto, that it was required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed file with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining theretoCommission, including, but not limited toto Forms 10-K, all franchisesForms 10-Q, services agreementsForms 8-K and proxy statements (collectively, material agreements the "CoBancorp Reports"). CoBancorp has previously made available or furnished, or, with respect to CoBancorp Reports filed after the date of this Agreement, will promptly furnish, FirstMerit with true and related documents, and all such filings complied, as complete copies of each of the CoBancorp Reports. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), and except as stated in the CoBancorp Disclosure Letter, the CoBancorp Reports complied, or, with respect to CoBancorp Reports filed after the date of this Agreement, will comply, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed promulgated by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange ActCommission, and (ii) did not contain contain, or, with respect to CoBancorp Reports filed after the date of this Agreement, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of CoBancorp included in the Lil Marc SEC CoBancorp Reports (collectively, the "Lil Marc CoBancorp Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc CoBancorp and the CoBancorp Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary ended subject, in the case of Lil Marc is treated as a consolidated subsidiary the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of Lil Marc in Lil Marc Financial Statements for all periods covered therebyfootnotes.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since February 28, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act1995, and applicable state laws and regulations have been Parent has filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements reports and documents (oral or written) and including all documents, exhibits, amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, including, but not limited tothe Exchange Act and the respective rules and regulations thereunder, all franchises, services agreements, material agreements and related documents, and all such filings compliedof which, as of their respective datesamended if applicable, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc Parent has made available previously delivered to ITI the Company copies of its (a) Annual Report on Form 10-K for the fiscal year ended March 1, 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a true stockholders' meeting from March 1, 1997, until the date hereof and complete copy of each form(c) all other reports, reportincluding quarterly reports, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) statements filed by Lil Marc or any of its subsidiaries Parent with the SEC since June 10March 1, 1998 1997 (as such documents have since the time of their filing been amendedother than Registration Statements filed on Form S-8) (collectively, the "Lil Marc Parent SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc SEC Reports such reports (collectively, the "Lil Marc Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyany other adjustments described therein.

Reports and Financial Statements. The Company has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed by it under the Securities Act or the Exchange Act since January 1, 1998 (collectively, the "COMPANY SEC REPORTS"). The Company has previously furnished or made available to Tribune true and complete copies of all the Company SEC Reports filed prior to the date of this Agreement. The Company SEC Reports (a) Lil Marc became subject to as of their respective dates, were prepared in accordance with the reporting requirements of the Exchange Securities Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements and (oral or writtenb) and all documents, exhibits, amendments and supplements appertaining thereto, including, but did not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time they were filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. Each of the audited consolidated financial statements and unaudited interim financial statements balance sheets (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Company SEC Reports and the audited consolidated balance sheet of the Company as of December 31, 1999 (collectivelyincluding the related notes) attached to Section 4.6 of the Company Disclosure Statement presents fairly, the "Lil Marc Financial Statements") complied as to form in all material respects with respects, the published rules and regulations consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Reports and the other related audited statements of the Company as at or for the period ended December 31, 1999 (including the related notes) attached to Section 4.6 of the Company Disclosure Statement present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments (which are not expected to beadjustments. All of the Company SEC Reports, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of their respective dates, complied as to form in all material respects with the dates thereof requirements of the Exchange Act and/or the Securities Act, as applicable, and the consolidated results of operations applicable rules and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyregulations thereunder.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of the Company and its subsidiaries since such date under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state public utility laws and regulations have been filed with the SEC Securities and Exchange Commission (the Secretary of State of "SEC"), or the State of Nevadaappropriate state public utilities commission or health agency, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 1030, 1998 1996 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each Except as and to the extent set forth in the Company Financial Statements, neither the Company nor any subsidiary of Lil Marc is treated as the Company or, to the knowledge of the Company, any Company Joint Venture has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a consolidated subsidiary of Lil Marc balance sheet prepared in Lil Marc Financial Statements accordance with generally accepted accounting principles, except for all periods covered therebyliabilities and obligations that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Reports and Financial Statements. Seller has previously furnished Purchaser with true and complete copies, as amended or supplemented, of its (ai) Lil Marc became subject Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission ("SEC"), (ii) proxy statements relating to the reporting requirements all meetings of the Exchange Act on June 10its shareholders (whether annual or special) since January 1, 1998 and the filings required to be made by Lil Marc (iii) all other reports or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) statements filed by Lil Marc or any of its subsidiaries Seller with the SEC since June 10January 1, 1998 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as such documents have since the time of their filing been amended, the "Lil Marc SEC ReportsSeller Commission Filings"), which are . Seller Commission Filings constituted all of the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file be filed by Seller with the SEC under the Exchange Act since such dateJanuary 1, 1998. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements such Seller Commission Filings (as amended or schedules included therein, at the time filed (isupplemented) complied as to form in all material respects with the requirements of the Securities Act and the Securities Exchange ActAct of 1934 and the rules and regulations of the SEC promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and any unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Seller included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied such Seller Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements and, in the case of the quarterly financial statements, as permitted by Form 10-QSB Q of the SECSecurities Exchange Act of 1934) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of Seller at the dates thereof and the consolidated results of its operations and its cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since December 31, 1998 1997, FirstMerit has filed all reports, registrations and the filings statements, together with any required amendments thereto, that it was required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed file with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining theretoCommission, including, but not limited toto Forms 10-K, all franchisesForms 10-Q, services agreementsForms 8-K and proxy statements (collectively, material agreements the "FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the FirstMerit Reports filed after the date of this Agreement, will promptly furnish, Security First with true and related documents, and all such filings complied, as complete copies of each of the FirstMerit Reports. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true promulgated by the Commission and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contain, or, with respect to FirstMerit Reports filed after the date of this Agreement, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of FirstMerit included in the Lil Marc SEC FirstMerit Reports (collectively, the "Lil Marc FirstMerit Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc FirstMerit and the FirstMerit Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary ended subject, in the case of Lil Marc is treated as a consolidated subsidiary the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of Lil Marc in Lil Marc Financial Statements for all periods covered therebyfootnotes.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since December 31, 1998 1997, FirstMerit has filed all reports, registrations and the filings statements, together with any required amendments thereto, that it was required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed file with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining theretoCommission, including, but not limited toto Forms 10-K, all franchisesForms 10-Q, services agreementsForms 8-K and proxy statements (collectively, material agreements the "FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the FirstMerit Reports filed after the date of this Agreement, will promptly furnish, Signal with true and related documents, and all such filings complied, as complete copies of each of the FirstMerit Reports. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true promulgated by the Commission and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contain, or, with respect to FirstMerit Reports filed after the date of this Agreement, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of FirstMerit included in the Lil Marc SEC FirstMerit Reports (collectively, the "Lil Marc FirstMerit Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc FirstMerit and the FirstMerit Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary ended subject, in the case of Lil Marc is treated as a consolidated subsidiary the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of Lil Marc in Lil Marc Financial Statements for all periods covered therebyfootnotes.

Reports and Financial Statements. The Company has filed all forms, reports, schedules, registration statements, proxy statements and other documents (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings including any document required to be made filed as an exhibit thereto) required to be filed by Lil Marc or any of its subsidiaries since such date under the Company with the Securities and Exchange ActCommission (“SEC”) on a timely basis, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true the Company such forms, reports and complete copy of each formdocuments in the form filed with the SEC. All such required forms, reportreports, scheduleschedules, registration statementstatements, registration exemption, if applicable, definitive proxy statement statements and other document documents (together with all amendments thereof and supplements theretoincluding those that the Company may file subsequent to the date hereof) filed by Lil Marc or any of its subsidiaries with are referred to herein as the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc “SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. .” As of their respective dates, the Lil Marc SEC Reports, Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed ) (i) complied as to form were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except as disclosed in the Company Disclosure Letter, the SEC Reports filed by the Company and publicly available prior to the date of this Agreement, as of the audited consolidated financial statements and unaudited interim financial statements (includingdate hereof, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except there has not been any Material Adverse Effect with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in Company that would require disclosure under the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySecurities Act.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the All material filings required to be made by Lil Marc or any of its subsidiaries PSNC and the PSNC Subsidiaries since such date January 1, 1993 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Federal Power Act (the "Power Act") and applicable state public utility laws and regulations have been filed with the SEC and SEC, the Secretary of State of Federal Energy Regulatory Commission (the State of Nevada"FERC"), or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc PSNC has made available to ITI SCANA a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC by PSNC pursuant to the requirements of the Securities Act or Exchange Act since June 10January 1, 1998 1993 (as such documents have since the time of their filing been amended, the "Lil Marc PSNC SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc PSNC SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of PSNC included in the Lil Marc PSNC SEC Reports (collectively, the "Lil Marc PSNC Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP"), as applied on to a consistent basis during the periods involved regulated utility (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (the financial position of PSNC as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring yearaudit adjustments. True, accurate and complete copies of the charter and by-end audit adjustments laws of PSNC, as in effect on the date hereof, are included (which are not expected to be, individually or incorporated by reference) in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyPSNC SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the All material filings required to be made by Lil Marc or any of its subsidiaries SCANA and the SCANA Subsidiaries since such date January 1, 1993 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, and applicable state public utility laws and regulations have been filed with the SEC and SEC, the Secretary of State of FERC or the State of Nevadaappropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc SCANA has made available to ITI PSNC a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC by SCANA pursuant to the requirements of the Securities Act or Exchange Act since June 10January 1, 1998 1993 (as such documents have since the time of their filing been amended, the "Lil Marc SCANA SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SCANA SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of SCANA included in the Lil Marc SCANA SEC Reports (collectively, the "Lil Marc SCANA Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (the financial position of SCANA as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring yearaudit adjustments. True, accurate and complete copies of the certificate of incorporation and by-end audit adjustments laws of SCANA, as in effect on the date hereof, are included (which are not expected to be, individually or incorporated by reference) in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySCANA SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of its subsidiaries since such date the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state state, municipal, local and other laws, including franchise and public utility laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may beregulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, includinghave been filed with the Securities and Exchange Commission (the "SEC"), but not limited to, all franchises, services agreements, material agreements and related documentsthe Federal Energy Regulatory Commission (the "FERC"), and all such filings the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) thereto filed by Lil Marc or any of its subsidiaries with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since June 10January 1, 1998 1999 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company and MidAmerican Utility included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring yearaudit adjustments. True, accurate and complete copies of the articles of incorporation and by-end audit adjustments laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (which are not expected to be, individually or incorporated by reference) in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyCompany SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject The Company has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the reporting SEC since January 1, 2015 (all such forms, documents and reports filed or furnished by the Company since such date, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the U.S. Securities Act of 1933, as amended, (the “Securities Act”), the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any Xxxxxxxx-Xxxxx Act of its subsidiaries since such date under 2002 (the Exchange “Xxxxxxxx-Xxxxx Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada”), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10promulgated thereunder, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements none of the Exchange Act, and (ii) did not contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the audited consolidated financial statements and unaudited interim financial statements (includingCompany’s Subsidiaries is, or at any time since January 1, 2015 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review. As of the date hereof, there are no inquiries or investigations by the SEC or any Governmental Entity or any internal investigations pending or, to the knowledge of the Company, threatened, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations case regarding any accounting practices or financial statements of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein Company or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB any of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySubsidiaries.

Reports and Financial Statements. (a) Lil Marc became subject to The Company has furnished the reporting requirements Investors with true and complete copies of the Exchange Act Company's (i) Annual Reports on June Form 10-K for the fiscal years ended December 31, 1998 1994, December 31, 1995 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange ActDecember 31, and applicable state laws and regulations have been 1996, as filed with the SEC Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and the Secretary of State of the State of NevadaSeptember 30, 1996, as filed with the case may beCommission, including (iii) proxy statements related to all formsmeetings of its stockholders (whether annual or special) held since January 1, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents1995, and (iv) all such filings compliedother reports filed with or registration statements declared effective by the Commission since January 1, as of their respective dates1995, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available except registration statements on Form S-8 relating to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports")employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC under the Exchange Act since such dateReports"). As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time Reports were duly filed (i) and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC Commission with respect thereto, were . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB thereto), (ii) present fairly, in all material respects, the financial position of the SEC) Company and fairly present (its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (which iii) are not expected to bein all material respects, individually or in accordance with the aggregate, materially adverse to Lil Marc books of account and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as records of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated Company except as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyindicated therein.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since January 1, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act1996, and applicable state laws and regulations have been Parent has filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements reports and documents (oral or written) and including all documents, exhibits, post-effective amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, including, but not limited tothe Exchange Act and the respective rules and regulations thereunder, all franchises, services agreements, material agreements and related documents, and all such filings compliedof which, as of their respective datesamended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc Parent has previously delivered or made available to ITI a true and complete copy of each formthe Company copies (including all exhibits, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all post-effective amendments thereof and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Lil Marc or any of its subsidiaries Parent with the SEC since June 10January 1, 1998 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as such documents have since the time of their filing been amended, the "Lil Marc Parent SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc SEC Reports Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Lil Marc Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc Parent and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. Acquiror has previously furnished to Target true and complete copies of: (a) Lil Marc became subject to Acquiror's Annual Reports on Form 10-K filed with the reporting requirements SEC for each of the Exchange Act years ended after the date on which the Acquiror Common Shares began trading publicly on the NYSE (the "Acquiror IPO Date"); (b) Acquiror's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, June 1030 and September 30, 1998 1998; (c) each definitive proxy statement filed by Acquiror with the SEC since the Acquiror IPO Date; (d) each final prospectus filed by Acquiror with the SEC since the Acquiror IPO Date; and (e) all Current Reports on Form 8-K filed by Acquiror with the filings SEC since December 31, 1997. Acquiror has timely filed all reports, registration statements and other filings, together with any amendments required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining respect thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc that it has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Securities Act and the Exchange Act Act. All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Acquiror with the SEC since such date. the Acquiror IPO Date through the date of this Agreement, together with any amendments thereto, are collectively referred to as the "Acquiror SEC Reports." As of the respective dates of their respective datesfiling with the SEC, the Lil Marc Acquiror SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Reports complied as to form in all material respects with the requirements Securities Act, the Exchange Act and the rules and regulations of the Exchange ActSEC thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, theretoincluding any related notes or schedules) included in the Lil Marc Acquiror SEC Reports was prepared in accordance with generally accepted accounting principles (collectively, the "Lil Marc Financial StatementsGAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied as to form in all material respects with the published rules and regulations of the SEC with respect theretoSEC. Such consolidated financial statements fairly present the consolidated financial position of Acquiror and its Subsidiaries as of the dates thereof and the results of operations, were prepared cash flows and changes in accordance with GAAP applied on a consistent basis during shareholders' equity for the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as on a wholebasis consistent with past periods)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySECTION 5.5.

Reports and Financial Statements. (a) Lil Marc became subject Parent has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the reporting SEC since January 1, 2015 (all such forms, documents and reports filed or furnished by Parent since such date, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Xxxxxxxx-Xxxxx Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10promulgated thereunder, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements none of the Exchange Act, and (ii) did not contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of Parent’s Subsidiaries is, or at any time since January 1, 2015 has been, required to file any forms, reports or other documents with the SEC. As of the audited consolidated financial statements and unaudited interim financial statements (includingdate hereof, none of the Parent SEC Documents is the subject of ongoing SEC review. As of the date hereof, there are no inquiries or investigations by the SEC or any Governmental Entity or any internal investigations pending or, to the knowledge of Parent, threatened, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations case regarding any accounting practices or financial statements of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein Parent or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB any of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySubsidiaries.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the All material filings required to be made by Lil Marc or any of its subsidiaries Parent and the Parent Subsidiaries since such date January 1, 1995 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, and applicable state public utility laws and regulations have been filed with the SEC and SEC, the Secretary of State of FERC, the State of NevadaNRC, the FCC, the DOE or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc Parent has made available to ITI the Company a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC by Parent pursuant to the requirements of the Securities Act or Exchange Act since June 10October 7, 1998 1999 (as such documents have since the time of their filing been amended, the "Lil Marc Parent SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc Parent SEC Reports (collectively, the "Lil Marc Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECstatements) and fairly present (subject, in the case of 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 Lil Marc Parent and its subsidiaries, Parent Subsidiaries taken as a whole)) the consolidated financial position of Lil Marc Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary True, accurate and complete copies of Lil Marc is treated the memorandum and articles of association of Parent, as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyeffect on the date hereof, are included (or incorporated by reference) in the Parent SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of the Company and its subsidiaries since such date January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with the SEC Securities and Exchange Commission (the Secretary of State of "SEC"), the State of NevadaFederal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc the Company or any of its subsidiaries predecessor with the SEC since June 10January 1, 1998 1996 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary True, accurate and complete copies of Lil Marc is treated the declaration of trust and by-laws of the Company, as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyeffect on the date hereof, have been made available to Parent.

Reports and Financial Statements. (a) Lil Marc became subject Shikaze Ralston and KPMG Peat Marwick LLP, which have rendered reports with respect to the reporting requirements financial statements included in the 1997 Form 10-KSB, are "independent public accountants" within the meaning of the Exchange Securities Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations promulgated thereunder. Lil Marc The Company has made available to ITI a furnished the Investor with true and complete copy copies of each formthe Company's Quarterly Report on Form 10-QSB for the quarter ended April 30, report1997, schedulethe Company's Registration Statement on Form SB-2 (Registration No. 333-23137) as amended by Amendment Nos. 1 and 2 thereto, registration statementthe 1997 Form 10-KSB, registration exemptionand the Company's definitive Management Information Circular and Proxy Statement dated October 29, if applicable, definitive proxy statement and other document 1997 (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amendedcollectively, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time Reports were duly filed (i) and complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the Securities and Exchange Commission (iithe "Commission") thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC Commission with respect thereto, were . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB thereto), (ii) present fairly, in all material respects, the financial position of the SEC) Company and fairly present (its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act or the Exchange Act and the rules promulgated thereunder, and (which are not expected to beiii) are, individually or in all material respects, in accordance with the aggregate, materially adverse to Lil Marc books of account and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as records of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated Company except as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyindicated therein.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of Parent and its subsidiaries since such date January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC and SEC, the Secretary of State of FERC or the State of Nevadaappropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc Parent has made available to ITI the Company a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc Parent or any of its subsidiaries predecessor with the SEC since June 10January 1, 1998 1996 (as such documents have since the time of their filing been amended, the "Lil Marc Parent SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc Parent SEC Reports (collectively, the "Lil Marc Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Each subsidiary True, accurate and complete copies of Lil Marc is treated the articles of incorporation and by-laws of Parent as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyeffect on the date hereof, have been made available to the Company.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of CNG and its subsidiaries since such date January 1, 1996 under the Securities Act, the Exchange Act, the Power Act, the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act of 1978 (the "Gas Policy Act"), the 1935 Act and applicable state laws and regulations have been filed with the SEC and SEC, the Secretary of State of FERC or the State of Nevadaapplicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc CNG has made available to ITI DRI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries CNG with the SEC under the Securities Act and the Exchange Act, since June 10January 1, 1998 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "Lil Marc CNG SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc The CNG SEC Reports, including, including without limitation, limitation any financial statements or schedules included therein, at the time filed, and any forms, reports or other documents filed (i) complied as to form in all material respects by CNG with the requirements of SEC after the Exchange Actdate hereof, did not and (ii) did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of CNG included in the Lil Marc CNG SEC Reports (collectively, the "Lil Marc CNG Financial Statements") complied as to form in all material respects with the published rules have been prepared, and regulations of the SEC with respect theretowill be prepared, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of Q under the SECExchange Act) and fairly present (the consolidated financial position of CNG as of the respective dates thereof or the consolidated results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyadjustments.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of its subsidiaries AIMCO and the AIMCO Subsidiaries since such date December 31, 1996 under the Exchange Securities Act, Exchange Act and applicable state laws and regulations have been filed with the SEC and or the Secretary of State of the State of Nevadaappropriate state commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has , except for such filings the failure of which to have been made available or to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such dateso comply would not result in an AIMCO Material Adverse Effect. As of their respective dates, the Lil Marc AIMCO SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of AIMCO included in the Lil Marc AIMCO SEC Reports (collectively, the "Lil Marc AIMCO Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (in all material respects the financial position of AIMCO as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring and year-end audit adjustments (which are not expected to beadjustments. True, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.accurate and

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10The Company and its Subsidiaries have filed or furnished all forms, 1998 documents, statements and the filings reports required to be made filed or furnished prior to the date hereof by Lil Marc them with the Securities and Exchange Commission (the “SEC”) since January 1, 2006 (the forms, documents, statements and reports filed with or any of its subsidiaries furnished to the SEC since such date under the Exchange ActJanuary 1, 2006 and applicable state laws and regulations have been those filed or furnished with the SEC and subsequent to the Secretary date of State of the State of Nevadathis Agreement, as the case may beif any, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, any amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the “Company SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"Documents”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, or, if amended, as of the Lil Marc date of the last such amendment prior to the date hereof, the Company SEC ReportsDocuments complied, includingand each of the Company SEC Documents filed or furnished subsequent to the date of this Agreement will comply, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”) and the Exchange Act, as the case may be, and (ii) did not contain complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. None of the Company SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted or will omit, as the case may be, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as Company’s Subsidiaries is required to form in all material respects file periodic reports with the published rules and regulations SEC pursuant to the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except staff with respect to unaudited statements as permitted by Form 10-QSB any of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyCompany SEC Documents.

Reports and Financial Statements. (a) Lil Marc became subject The Purchaser has previously furnished to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any Vendors copies of its subsidiaries since such date under (i) Annual Report on Form 10-K for the Exchange ActFiscal Year ended June 30 1997, and applicable state laws and regulations have been filed with (ii) Quarterly Report on Form 10-Q for the SEC and Fiscal Quarter Ended September 30 1997 (iii) Quarterly Report on Form 10-Q for the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements Fiscal Quarter Ended December 31 1997 (oral or writteniv) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document Current Report on Form 8-K dated 10/3/97 (together with all amendments thereof and supplements theretoreporting Q1 earnings); (v) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, Current Report on Form 8-K dated 28 January 1998 (as such documents have since the time of their filing been amendedreporting Q2 earnings); (vi) 1997 Annual Report to Stockholders; (vii) Proxy Statement dated October 8 1997 and (viii) Prospectus dated 27 January 1998 (collectively, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the . The SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not when each was filed contain any untrue statement statements of a material fact required to be stated therein or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc The SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form form, at the time such form, document or report was filed, in all material respects with the published applicable requirements of the US federal securities laws and the rules and regulations promulgated thereunder. Since July 1, 1997, the Purchaser has filed all forms, reports and documents with the US Securities and Exchange Commission required to be filed by it pursuant to the US federal securities laws and the rules and regulations promulgated thereunder, each of which complied as to form, at the time such form, document or report was filed, in all material respects with the applicable requirements of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during US federal securities laws and the periods involved (except as may be indicated therein or rules and regulations promulgated thereunder. Since 27th January 1998 there has not been any material adverse change in the notes thereto and except with respect business, results, operations, financial condition or prospects of Purchaser. 8. FINDER'S FEES There is no investment banker, broker, finder or other intermediary which has been retained by or is authorised to unaudited statements as permitted by Form 10-QSB act on behalf of the SEC) and fairly present (subjectPurchaser, in who might be entitled to any fee or commission from the case Vendors upon consummation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in transactions contemplated by the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then endedthis Agreement. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby9.

Reports and Financial Statements. (a) Lil Marc became subject The Company has furnished or made available to the reporting requirements Investors, via its XXXXX filings with the SEC, true and complete copies of the Exchange Act Company's (i) Annual Reports on June Form 10-K for the fiscal years ended December 31, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act2003, December 31, 2002, December 31, 2001, and applicable state laws and regulations have been December 31, 2000, as amended, as filed with the SEC and the Secretary of State of the State of NevadaSEC, (ii) proxy statements, as the case may beamended, including related to all formsmeetings of its stockholders (whether annual or special) held since March 27, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents2000, and (iii) all such filings complied, as of their respective dates, in all material respects other reports filed with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed statements declared effective by Lil Marc or any of its subsidiaries with the SEC since June 10March 27, 1998 (as such documents have since the time of their filing been amended2000, the "Lil Marc SEC Reports")except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the SEC under since that date (the documents referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings and furnishings with the SEC required of the Company pursuant to the Exchange Act since such dateduring the 12 months preceding the date of this Agreement. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements Reports were duly filed or schedules included therein, at furnished with the time filed (i) SEC and complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (iia "Filed Company SEC Report") did not contain has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc Filed Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form comply in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, were . The financial statements (including the schedules and notes thereto) included in the Company's SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (indicated, except as may be indicated therein or in the notes thereto disclosed therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC(ii) and fairly present (subjectfairly, in all material respects, the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of at the dates thereof and the consolidated results of its operations and cash flows flow for the periods then ended. Each subsidiary , except that the unaudited financial statements may not be in accordance with GAAP because of Lil Marc is treated as a consolidated subsidiary the absence of Lil Marc in Lil Marc Financial Statements for all periods covered therebyfootnotes normally contained therein and are subject to normal year-end audit adjustments.

Reports and Financial Statements. (a) Lil Marc became subject to Except as set forth in Schedule 2.6(a), the reporting requirements of Company has filed all required forms, reports and documents with the Securities and Exchange Act on June 10, 1998 and Commission (the filings "SEC") required to be made filed by Lil Marc or any of its subsidiaries since such date under it pursuant to the Exchange Act, and applicable state federal securities laws and the rules and regulations have been filed with promulgated thereunder (collectively, the "SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited toDocuments"), all franchises, services agreements, material agreements and related documents, and all such filings complied, of which have complied as of their respective dates, filing dates in all material respects with all applicable requirements of the appropriate statutes Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. Lil Marc has made available to ITI a true and complete copy None of each formsuch forms, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc reports or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that, if any such form, report or document has been amended by a later-filed SEC Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such form, report or document, but shall apply to such later-filed SEC Document at the time filed. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) Company included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments), provided, that, if any such financial statements have been restated in a later-filed SEC Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such financial statements, but shall apply to such restated financial statements in such later-filed SEC Document at the time filed. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyAll SEC Documents filed with the SEC by the Company on or after December 31, 1998 are listed on Schedule 2.6(a).

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements Except as set forth on Schedule 3.5(a) of the Exchange Act on June 10SkyTerra Disclosure Schedule, 1998 and the filings SkyTerra has timely filed all reports required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “SkyTerra SEC Reports”), and has previously made available to Blocker Corporation true and complete copies of all such SkyTerra SEC Reports. Such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Secretary of State of the State of NevadaExchange Act, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all none of such filings compliedSkyTerra SEC Reports, as of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, in all material respects with all applicable requirements then on the date of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"filing), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited The consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of SkyTerra included in the Lil Marc SkyTerra SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to beand any other adjustments described therein), individually or in the aggregateall material respects, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc SkyTerra and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Each subsidiary Except as disclosed in SkyTerra SEC Reports there has been no change in any of Lil Marc is treated as a consolidated subsidiary the significant accounting (including Tax accounting) policies or procedures of Lil Marc in Lil Marc Financial Statements for all periods covered therebySkyTerra since December 31, 2005.

Reports and Financial Statements. The Company has timely filed all reports required to be filed with the Securities and Exchange Commission (athe "SEC") Lil Marc became subject pursuant to the reporting Exchange Act or the Securities Act since January 1, 1995 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Exchange Securities Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all none of such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the Company SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited The consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECotherwise noted therein) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates, and for the periods then endedrespective periods, presented therein, except that in the case of the unaudited consolidated financial statements included in any Form 10-Q, the presentation and disclosures conform with the applicable rules of the Exchange Act, but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements. Each subsidiary Except as set forth on Schedule 4.6, since January 1, 1996, there has been no change in any of Lil Marc is treated the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its consolidated Subsidiaries. References in this Agreement to the Company's consolidated financial statements shall be deemed to include the Company's financial statements with respect to any period or as a of any date during which or which the Company did not have any consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySubsidiaries.

Reports and Financial Statements. (a) Lil Marc became subject The Company has furnished or made available to the reporting requirements Investors, via its XXXXX filings with the SEC, true and complete copies of the Exchange Act Company's (i) Annual Reports on June Form 10-K for the fiscal years ended December 31, 1998 2003, December 31, 2002 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange ActDecember 31, and applicable state laws and regulations have been 2001, as amended, as filed with the SEC and the Secretary of State of the State of NevadaSEC, (ii) proxy statements, as the case may beamended, including related to all formsmeetings of its stockholders (whether annual or special) held since January 1, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents2002, and (iii) all such filings complied, as of their respective dates, in all material respects other reports filed with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed statements declared effective by Lil Marc or any of its subsidiaries with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended2002, the "Lil Marc SEC Reports")except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the SEC under since that date (the documents referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings and furnishings with the SEC pursuant to the Exchange Act since such dateduring the 12 months preceding the date of this Agreement. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements Reports were duly filed or schedules included therein, at furnished with the time filed (i) SEC and complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (iia "Filed Company SEC Report") did not contain has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc Filed Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form comply in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, were . The financial statements (including the schedules and notes thereto) included in the Company's SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved and (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECii) and fairly present (subjectfairly, in all material respects the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company and its Subsidiary as of at the dates thereof and the consolidated results of their operations and cash flows flow for the periods then ended. Each subsidiary , except that the unaudited financial statements may not be in accordance with GAAP because of Lil Marc is treated as a consolidated subsidiary the absence of Lil Marc in Lil Marc Financial Statements for all periods covered therebyfootnotes normally contained therein and are subject to normal year-end audit adjustments.

Reports and Financial Statements. Except as set forth in Schedule 4.06, the Company has timely filed all reports required to be filed with the Securities and Exchange Commission (athe "SEC") Lil Marc became subject pursuant to the reporting Exchange Act or the Securities Act since January 1, 1995 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates except to the extent that such Company SEC Reports were subsequently amended or restated, complied in all material respects with the applicable requirements of the Exchange Securities Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all none of such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the Company SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that such Company SEC Reports were subsequently amended or restated, the financial statements of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, statements to normal, normal recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)any other adjustments described therein) the consolidated financial position of Lil Marc the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. Each subsidiary Since December 31, 1996, there has been no change in any of Lil Marc is treated as a the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySubsidiaries.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc The Company previously -------------------------------- has delivered or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI Purchaser a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) of the continuous disclosure documents filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10August 1, 1998 1999 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which . Except insofar as the transactions contemplated hereby are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included not reflected therein, at (a) the time filed (i) complied as to form Company SEC Reports comply in all material respects with the requirements of the Exchange Actapplicable US securities laws and rules and regulations thereunder, and (b) the financial statements contained therein (i) were prepared in accordance with GAAP, (ii) did are true and complete and fairly present the Company's consolidated financial condition and the consolidated results of its operations as of their respective dates and for the periods then ended, and (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company's consolidated financial condition as of their respective dates. No representation or warranty made by the Company herein, or in any document delivered pursuant hereto, contains any misstatement of any material fact or omits to state anything necessary to make any material statement herein or therein not misleading. The Company SEC Reports, as of the respective dates thereof, do not contain any untrue statement misstatement of a material fact or omit to state a material fact anything necessary to make the statements therein, in light of the circumstances under which they were made, any material statement therein not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc the Company and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary There are no liabilities as of Lil Marc the date of this Agreement of the Company or any of its subsidiaries of any kind whatsoever that are required to be disclosed on the Company Financial Statements, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is treated as no existing condition, situation or set of circumstances known to the Company or any of its subsidiaries which could reasonably be expected to result in such a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.liability, other than:

Reports and Financial Statements. (a) Lil Marc became subject to Since December 31, 2004, the reporting requirements of the Exchange Act on June 10, 1998 Company and the filings Company Subsidiaries and Company Joint Ventures have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required to be made filed or furnished by Lil Marc or any of its subsidiaries since such date them under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the Public Utility Holding Company Act of 1935, as amended and in effect prior to its repeal effective February 8, 2006, the Energy Policy Act of 2005, the FPA, the Communications Act of 1934 as amended by the Telecommunications Act of 1996, the Atomic Energy Act, and applicable state laws and regulations public utility Laws (collectively, the “Company Reports”). The Company Reports have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Lil Marc has made available As of their respective dates, (or, if amended prior to ITI a true and complete copy the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and or other document (together filed with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with furnished to the SEC since June 10after December 31, 1998 2004 by the Company (as such documents have since the time of their filing been amended, the "Lil Marc “Company SEC Reports"”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective datesdid not, the Lil Marc SEC Reportsor if not yet filed or furnished, includingwill not, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange and the Chicago Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in or incorporated by reference into the Lil Marc Company SEC Reports (including the related notes and schedules) (collectively, the "Lil Marc “Company Financial Statements"”) complied as to form has been, and in all material respects with the published rules and regulations case of Company SEC Reports filed after the SEC with respect theretodate hereof will be, were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”), consistently applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect subject, in the case of unaudited statements, to unaudited statements as permitted by Form 10normal year-QSB of the SECend audit adjustments) and fairly present (presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyadjustments.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Parent and Services, 1998 in its capacity as predecessor registrant, have timely filed or furnished all forms, statements, documents, schedules and the filings reports, together with any amendments required to be made with respect thereto and exhibits or other information incorporated therein required to be filed or furnished by Lil Marc or them prior to the date hereof, with the SEC since December 31, 2013 (such documents, together with any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been documents filed with the SEC during such period by Parent and/or Services on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4 and the Secretary Joint Proxy Statement, collectively, the “Parent SEC Documents”). As of State their respective dates, or, if amended, as of the State date of Nevadathe last such amendment, the Parent SEC Documents complied in all material respects, and all documents required to be filed or furnished by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, including all forms, statements, reports, agreements (oral or written) subject to the last sentence of Section 4.12 with respect to the Form S-4 and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documentsthe Joint Proxy Statement, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements none of the appropriate statutes Parent SEC Documents contained, and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each formSubsequent Parent SEC Documents will not contain, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, There are no outstanding or unresolved comments in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of comment letters received from the SEC with respect theretoto the Parent SEC Documents and, were prepared in accordance with GAAP applied on a consistent basis during to the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB knowledge of Parent, none of the SEC) and fairly present (subject, in Parent SEC Documents is the case subject of ongoing SEC review. None of the unaudited interim financial statementsSubsidiaries of Parent is, or has at any time since December 31, 2013 been, required to normalfile or is required to file reports with the SEC pursuant to the Exchange Act, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyother than Services.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of its subsidiaries LILCO and the LILCO Subsidiaries since such date January 1, 1994 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act and applicable state laws and regulations have been filed with the SEC and SEC, the Secretary of State of FERC, the State of NevadaNRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc LILCO has made available to ITI BUG a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries LILCO with the SEC since June 10January 1, 1998 1994 (as such documents have since the time of their filing been amended, the "Lil Marc LILCO SEC ReportsREPORTS"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc LILCO SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of LILCO included in the Lil Marc LILCO SEC Reports (collectively, the "Lil Marc Financial StatementsLILCO FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (the financial position of LILCO as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring yearaudit adjustments. True, accurate and complete copies of the Restated Certificate of Incorporation and By-end audit adjustments laws of LILCO, as in effect on the date hereof, are included (which are not expected to be, individually or incorporated by reference) in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyLILCO SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements The Company, each of its Subsidiaries and each of the Exchange Act on June 10Funds have timely filed (i) all reports, 1998 schedules, forms, statements and the filings other documents (other than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be made filed by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed them with the SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 1998 (the Secretary of State of the State of Nevadaitems described in clauses (i) and (ii), as the case may becollectively, including all exhibits thereto, the "Regulatory Reports") and have paid all fees and assessments due and payable in connection therewith. No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. None of the reports, schedules, forms, statementsstatements and other documents filed by the Company, reportsany of its Subsidiaries or Funds with any Governmental Authority since January 1, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied1998, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemptiondates (and, if applicableamended or superseded by a filing prior to the date of this Agreement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any then on the date of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"filing), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, including the related notes, if any, thereto) included in the Lil Marc SEC Regulatory Reports (collectively, the "Lil Marc Financial Statements") filed with any Self-Regulatory Organization complied as to form form, as of its respective date of filing with such Self-Regulatory Organization, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Self Regulatory Organization with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto) and except with respect to unaudited statements as permitted by Form 10-QSB present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the SEC) Company and fairly present (each Subsidiary of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments (which that are not expected to bematerial. All of such Regulatory Reports, individually or in the aggregate, materially adverse to Lil Marc as of their respective dates (and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and date of any amendment to the consolidated results respective Regulatory Report prior to the date of operations and cash flows for this Agreement), complied in all material respects with the periods then ended. Each subsidiary applicable requirements of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyApplicable Law.

Reports and Financial Statements. The Company has previously furnished Acquisition with true and complete copies of (ai) Lil Marc became subject to the reporting requirements of the Exchange Act its Registration Statement on June Form 10-SB, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been as filed with the SEC and Commission, (ii) its Quarterly Report on Form 10-QSB for the Secretary of State of the State of Nevadaquarter ended June 30, 1997, as filed with the case may be, including Commission and (iii) all forms, statements, reports, agreements (oral other reports or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) statements filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10, 1998 (as such documents have since Commission that the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were Company was required to file with the Commission (the documents listed in clauses (i) through (iii) being referred to herein collectively as the "Company SEC under the Exchange Act since such dateReports"). As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were and the financial statements included in the Company SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (in all material respects the financial position of the Company at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyany other adjustments described therein.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings Denali has filed all reports required to be made filed by Lil Marc or any of its subsidiaries since such date it under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules of the Commission promulgated thereunder, on a timely basis or has received a valid extension of such time of filing and regulations thereunder. Lil Marc has made available filed any such reports prior to ITI a true and complete copy the expiration of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 such extension (as such documents have since the time of their filing been amendedamended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the Commission, including all information incorporated therein by reference, collectively, the "Lil Marc “SEC Reports"”), which are all the documents . The SEC Reports (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (ia) complied and will comply as to form in all material respects with the requirements of the Exchange Act, and (iib) did not not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated The financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form comply in all material respects with the published applicable accounting requirements and the rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles in the United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) basis(“GAAP”), and fairly present (subject, in represent the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc Denali and as of and for the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the omission of certain footnotes. Each subsidiary Except as set forth in the SEC Reports, Denali has no liabilities or obligations of Lil Marc is treated as any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated subsidiary balance sheet of Lil Marc Denali or in Lil Marc Financial Statements for the notes thereto. There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the date hereof. As of the Closing, all periods covered therebyliabilities of Denali shall have been paid off and shall in no event remain liabilities of Denali or Can-Fxxx following the Closing.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10The Company has timely filed or furnished all forms, 1998 statements, documents, schedules and the filings reports, together with any amendments required to be made with respect thereto and exhibits or other information incorporated therein required to be filed or furnished by Lil Marc or the Company prior to the date hereof, with the SEC since December 31, 2013 (such documents, together with any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been documents filed with the SEC during such periods by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement, collectively, the “Company SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents required to be filed or furnished by the Company with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Company SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Secretary Xxxxxxxx-Xxxxx Act of State of 2002 and the State of Nevadarelated rules and regulations promulgated thereunder (“Xxxxxxxx-Xxxxx Act”), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documentssubject to the last sentence of Section 3.12 with respect to the Joint Proxy Statement, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements none of the appropriate statutes Company SEC Documents contained, and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each formSubsequent Company SEC Documents will not contain, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, There are no outstanding or unresolved comments in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of comment letters received from the SEC with respect theretoto the Company SEC Documents and, were prepared in accordance with GAAP applied on a consistent basis during to the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB knowledge of the SEC) and fairly present (subjectCompany, in the case none of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in Company SEC Documents is the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position subject of Lil Marc as ongoing SEC review. None of the dates thereof and Subsidiaries of the consolidated results of operations and cash flows for Company is, or has at any time since December 31, 2013 been, required to file or is required to file reports with the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySEC pursuant to the Exchange Act.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of the Company and its subsidiaries since such date September 30, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Federal Power Act, as amended (the "Power Act") and applicable state public utility laws and regulations have been filed with the SEC Securities and Exchange Commission (the Secretary of State of "SEC"), the State of NevadaFederal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) exhibits and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10September 30, 1998 1996 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary True and complete copies of Lil Marc is treated the articles of organization and by-laws of the Company, as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyeffect on the date hereof, have been made available to Parent.

Reports and Financial Statements. (a) Lil Marc became subject From January 1, 2020 through the date of this Agreement, the Company has filed or furnished all forms, documents and reports with the SEC required to be filed or furnished by it with the reporting requirements of SEC under the Securities Act or the Exchange Act (the “Company SEC Documents”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing (and, in the case of registration statements and proxy statements, on June 10, 1998 the date of effectiveness and the filings required to be made dates of the relevant meetings, respectively)), the Company SEC Documents (excluding, in each case information supplied by Lil Marc Parent or any of its subsidiaries since such date under affiliates in writing for inclusion therein) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and applicable state laws and regulations have been filed with the SEC Act and the Secretary Xxxxxxxx-Xxxxx Act of State of 2002 (the State of Nevada“Xxxxxxxx-Xxxxx Act”), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations promulgated thereunder. Lil Marc has made available to ITI a true , and complete copy none of the Company SEC Documents (excluding, in each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed case information supplied by Lil Marc Parent or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materialsaffiliates in writing for inclusion therein) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the audited consolidated financial statements and unaudited interim financial statements (includingdate hereof, in each caseto the knowledge of the Company, none of the notesCompany SEC Documents is the subject of ongoing SEC review or outstanding or unresolved comments. The Company has, if anyprior to the date hereof, thereto) included in the Lil Marc SEC Reports (collectivelydelivered, the "Lil Marc Financial Statements") complied as to form in all material respects or otherwise made available through filings with the published rules SEC, to Parent with accurate and regulations complete copies of all comment letters received by the Company since January 1, 2020 relating to the Company SEC Documents, together with all written responses of the SEC Company thereto. The Company Subsidiary is, or at any time since January 1, 2020 has been, required to file any forms, reports or other documents with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10PDN has filed or furnished all forms, 1998 documents and the filings reports required to be made by Lil Marc filed or any of its subsidiaries furnished since such date under the Exchange ActJanuary 1, and applicable state laws and regulations have been filed 2013 with the SEC and (the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the “PDN SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"Documents”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, or, if amended, as of the Lil Marc date of the last such amendment (excluding any amendments made after the date of this Agreement), the PDN SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Documents complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the PDN SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the knowledge of PDN, none of the audited consolidated financial PDN SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of PDN is required to file any form or report with the SEC. PDN has made available to NAPW all material correspondence (if such correspondence has occurred since January 1, 2013) between the SEC on the one hand, and PDN and any of its Subsidiaries, on the other hand received by PDN prior to the date of this Agreement. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and unaudited interim financial statements (including, in each case, B) 18 U.S.C. §1350 (Section 906 of the notes, if any, theretoXxxxxxxx-­Xxxxx Act) included in relating to the Lil Marc PDN SEC Reports Documents (collectively, the "Lil Marc Financial Statements"“Certifications”) complied are accurate and complete and comply as to form and content with all applicable Law. As used in all material respects with this Section 4.4, the published rules term “file” and regulations of the SEC with respect theretovariations thereof shall be broadly construed to include any manner in which a document or information is furnished, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein supplied or in the notes thereto and except with respect otherwise made available to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject Since December 31, 1996, to the reporting requirements of extent IXC has been required to make filings under the Securities Act, the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been regulations, IXC has filed with the SEC and or the Secretary of State of the State of Nevadaapplicable state regulatory authority, as the case may be, including all forms, statements, reports, agreements reports and documents (oral or written) and including all documents, exhibits, amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, includingthe Exchange Act and applicable state laws and regulations, but not limited toand the respective rules and regulations thereunder, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc IXC has made available previously delivered to ITI a Network true and complete copy copies of each formits (a) Annual Reports on Form 10-K for the fiscal year ended December 31, report1996, scheduleas filed with the SEC, which includes the audited consolidated financial statements of IXC for the fiscal year then ended (the "IXC Financial Statements"), (b) proxy and information statements relating to all meetings of its shareholders (whether annual or special), and actions by written consent in lieu of a shareholders' meeting, from December 31, 1996 until the date hereof, (c) all other reports or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) statements filed by Lil Marc or any of its subsidiaries IXC with the SEC since June 10December 31, 1998 1996 (as such documents have since the time of their filing been amendedcollectively, the "Lil Marc IXC SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc IXC SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of IXC included in the Lil Marc IXC SEC Reports (collectively, and the "Lil Marc IXC Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (in all material respects the financial position of IXC and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments (which are not expected to be, individually or in and the aggregate, materially adverse to Lil Marc absence of explanatory footnotes. The IXC Financial Statements contain and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc reflect adequate reserves as of the dates date thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyknown liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP. The unaudited interim financial statements of IXC included in the IXC SEC Reports, have been similarly prepared and contain and reflect adequate reserves as of the date thereof for all known liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of the Company and its subsidiaries Subsidiaries and Joint Ventures since such date January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with the SEC Securities and Exchange Commission (the Secretary of State of "SEC") or the State of Nevadaappropriate state public utilities commission, as the case may be, including all forms, statements, financial statements, reports, agreements (oral or written) and all documents, exhibits, schedules, amendments and supplements appertaining thereto, includingwere duly made and complied (or, but not limited towith respect to such documents to be filed after the date of this Agreement, all franchises, services agreements, material agreements will be duly made and related documents, and all such filings compliedwill comply), as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10January 1, 1998 1997 (as such documents documents, including those filed after the date of this Agreement, have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements Reports did (or schedules included therein, at the time filed (iwill) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been (or will be) prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)will fairly present) the consolidated financial position of Lil Marc the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary True, accurate and complete copies of Lil Marc is treated as a consolidated subsidiary the articles of Lil Marc in Lil Marc Financial Statements for incorporation and by-laws of the Company, each of its Subsidiaries and each of its Joint Ventures have been made available to Parent. The Company SEC Reports delivered to Parent prior to the date of this Agreement accurately disclose all periods covered therebymaterial regulation of the Company and each of its Subsidiaries and Joint Ventures that relates to the utility business of any of the Company and each of its Subsidiaries and Joint Ventures.

Reports and Financial Statements. The Company has previously made available to Parent (including through the SEC's XXXXX system) true and complete copies of: (a) Lil Marc became subject to the reporting requirements of the Exchange Act Company's Annual Report on June Form 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been -K filed with the SEC and for the Secretary of State of year ended December 31, 1999; (b) the State of NevadaCompany's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, as 2000; (c) the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc the Company with the SEC on or any of about May 1, 2000; (d) the final prospectus filed by the Company with the SEC with respect to its subsidiaries initial public offering; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since June 10December 31, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date1999. As of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements and prospectuses (individually a "Company SEC Report" and collectively, the Lil Marc "Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed ") (i) complied as to form in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements"including any related notes and schedules) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto thereto, and except with respect to that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-QSB Q of the SECExchange Act) and fairly present (subject, in presented the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Each subsidiary Since the date of Lil Marc is treated as a consolidated subsidiary the effectiveness of Lil Marc in Lil Marc Financial Statements the final prospectus for the Company's initial public offering, the Company has timely filed all periods covered therebyreports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements Except as set forth on Schedule 3.5(a) of the Exchange Act on June 10SkyTerra Disclosure Schedule, 1998 and the filings SkyTerra has timely filed all reports required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “SkyTerra SEC Reports”), and has previously made available to Motient true and complete copies of all such SkyTerra SEC Reports. Such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Secretary of State of the State of NevadaExchange Act, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all none of such filings compliedSkyTerra SEC Reports, as of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, in all material respects with all applicable requirements then on the date of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"filing), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited The consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of SkyTerra included in the Lil Marc SkyTerra SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to beand any other adjustments described therein), individually or in the aggregateall material respects, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc SkyTerra and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Each subsidiary Except as disclosed in SkyTerra SEC Reports there has been no change in any of Lil Marc is treated as a consolidated subsidiary the significant accounting (including Tax accounting) policies or procedures of Lil Marc in Lil Marc Financial Statements for all periods covered therebySkyTerra since December 31, 2005.

Reports and Financial Statements. The Target has filed all forms, reports, schedules, registration statements, proxy statements and other documents (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings including any document required to be made filed as an exhibit thereto) required to be filed by Lil Marc or any of its subsidiaries since such date under the Target with the Securities and Exchange ActCommission (“SEC”) on a timely basis, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true the Company such forms, reports and complete copy of each formdocuments in the form filed with the SEC. All such required forms, reportreports, scheduleschedules, registration statementstatements, registration exemption, if applicable, definitive proxy statement statements and other document documents (together with all amendments thereof and supplements theretoincluding those that the Target may file subsequent to the date hereof) filed by Lil Marc or any of its subsidiaries with are referred to herein as the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc “SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. .” As of their respective dates, the Lil Marc SEC Reports, Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed ) (i) complied as to form were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except as disclosed in the Target Disclosure Letter, the SEC Reports filed by the Target and publicly available prior to the date of this Agreement, as of the audited consolidated financial statements and unaudited interim financial statements (includingdate hereof, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except there has not been any Material Adverse Effect with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in Target that would require disclosure under the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySecurities Act.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc the Company or any of its subsidiaries since such date September 1, 1999 under the Exchange Act, Act and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of NevadaDelaware, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc The Company has made available to ITI J Net a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc the Company or any of its subsidiaries with the SEC since June 10September 1, 1998 1999 (as such documents have since the time of their filing been amended, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc the Company and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc the Company and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc the Company is treated as a consolidated subsidiary of Lil Marc the Company in Lil Marc the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been The Company has timely filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements schedules, statements and other documents required to be filed by it since December 31, 1999 under the Securities Act or the Exchange Act (oral or written) and all such documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc supplemented or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have amended since the time of their filing been amendedfiling, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct (including requirements as to the filing of exhibits), and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , and (iii) with respect to Company SEC Reports filed after July 30, 2002, at the time filed complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), including, witxxxx xxxxxxxxxn, that, to the extxxx xxxxxxxx, each periodic report was accompanied by the certifications required by Section 906 and Section 302 of the Sarbanes-Oxley Act and included the disclosure required by Item 307 ox Xxxxxxxxxx X-K promulgated by the SEC ("Regulation S-K"). The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (includingincluding any related notes and schedules) fairly present, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and their cash flows and other information included therein for the periods set forth therein, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared case in accordance with GAAP past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, where appropriate, to normal, recurring normal year-end audit adjustments (which are not expected to bethat would not, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a wholebe material in amount or effect)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject The Company has furnished or made available to the reporting requirements Investors via the SEC’s XXXXX filing system true and complete copies of the Exchange Act Company’s (i) Annual Reports on June Form 10-K for the fiscal year ended December 31, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been 2013 as filed with the SEC and the Secretary SEC, (ii) proxy statements related to all meetings of State of the State of Nevadaits stockholders (whether annual or special) held since January 1, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents2014, and (iii) all such filings complied, as of their respective dates, in all material respects other reports filed with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed statements declared effective by Lil Marc or any of its subsidiaries with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended2014, the "Lil Marc SEC Reports")except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the SEC under since that date (the Exchange Act since such datedocuments referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the “Company SEC Reports”). As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements Reports were duly filed or schedules included therein, at furnished with the time filed (i) SEC and complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (iia “Filed Company SEC Report”) did not contain has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, schedules and notes thereto) included in the Lil Marc Filed Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form comply in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, were . The financial statements (including the schedules and notes thereto) included in the Filed Company SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis during throughout the periods involved (indicated, except as may be indicated therein or in the notes thereto disclosed therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC(ii) and fairly present (subjectfairly, in all material respects, the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of at the dates thereof and the consolidated results of its operations and cash flows flow for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of the Company and its subsidiaries since such date January 1, 1998 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the 1935 Act, the Federal Power Act, as amended (the "POWER ACT"), the Atomic Energy Act of 1954, as amended (the "ATOMIC ENERGY ACT") and applicable state public utility laws and regulations have been filed with the SEC Securities and Exchange Commission (the Secretary of State of "SEC"), the State of NevadaFederal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. Lil Marc The Company has made available to ITI Parent a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc the Company or any of its subsidiaries predecessor with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc COMPANY SEC ReportsREPORTS"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial StatementsCOMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary True, accurate and complete copies of Lil Marc is treated the certificate of incorporation and by-laws of the Company, as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyeffect on the date hereof, have been made available to Parent.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of its subsidiaries Western Resources and the Western Resources Subsidiaries since such date January 1, 1992 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the SEC and SEC, the Secretary of State of FERC, the State of NevadaNRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a Western Resources Material Adverse Effect. Lil Marc has made available to ITI a true and complete copy of "Western Resources SEC Reports" shall mean each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC by Western Resources pursuant to the requirements of the Securities Act or Exchange Act since June 10January 1, 1998 (1992, as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Western Resources SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Western Resources included in the Lil Marc Western Resources SEC Reports (collectively, the "Lil Marc Western Resources Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (the financial position of Western Resources as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring yearaudit adjustments. True, accurate and complete copies of the Western Resources Articles and Western Resources' By-end audit adjustments Laws, as in effect on the date hereof, are included (which are not expected to be, individually or incorporated by reference) in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyWestern Resources SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject The Company has furnished or made available to the reporting requirements Investor via the SEC’s XXXXX filing system true and complete copies of the Exchange Act Company’s (i) Annual Reports on June Form 10-K for the fiscal years ended December 31, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act2006, December 31, 2005, and applicable state laws and regulations have been December 31, 2004, as filed with the SEC and the Secretary SEC, (ii) proxy statements related to all meetings of State of the State of Nevadaits stockholders (whether annual or special) held since January 1, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents2004, and (iii) all such filings complied, as of their respective dates, in all material respects other reports filed with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed statements declared effective by Lil Marc or any of its subsidiaries with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended2004, the "Lil Marc SEC Reports")except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the SEC under since that date (the documents referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the “Company SEC Reports”). The Company has timely made all filings and furnishings with the SEC required of the Company pursuant to the Exchange Act since such dateduring the 12 months preceding the date of this Agreement. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements Reports were duly filed or schedules included therein, at furnished with the time filed (i) SEC and complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (iia “Filed Company SEC Report”) did not contain has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, schedules and notes thereto) included in the Lil Marc Filed Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form comply in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, were . The financial statements (including the schedules and notes thereto) included in the Company’s SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis during throughout the periods involved (indicated, except as may be indicated therein or in the notes thereto disclosed therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC(ii) and fairly present (subjectfairly, in all material respects, the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of at the dates thereof and the consolidated results of its operations and cash flows flow for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc Inprise has made available to ITI Corel prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc Inprise or any of its subsidiaries Subsidiaries with the SEC since June 10January 1, 1998 1997 (as such documents have since the time of their filing been amendedamended or supplemented, the "Lil Marc SEC Inprise Reports"), which are all the documents (other than preliminary materialsmaterial) that Lil Marc Inprise and its subsidiaries Subsidiaries were required to file with the SEC under the Exchange Act since such date. As Except as disclosed in Section 3.05 of the Inprise Disclosure Letter, as of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed Inprise Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Inprise Reports (collectively, the "Lil Marc Inprise Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles in the United States ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and to the absence of complete notes (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc Inprise and its subsidiaries, Subsidiaries taken as a whole)) the consolidated financial position of Lil Marc Inprise and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each subsidiary Except as set forth in Section 3.05 of Lil Marc the Inprise Disclosure Letter, each Subsidiary of Inprise is treated as a consolidated subsidiary of Lil Marc Inprise in Lil Marc the Inprise Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc the Company or any of its subsidiaries since such date September 1, 1999 under the Exchange Act, Act and applicable state laws and regulations have been filed with the SEC Securities and Exchange Commission (the "SEC") and the Secretary of State of the State of NevadaDelaware, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc The Company has made available to ITI J Net a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc the Company or any of its subsidiaries with the SEC since June 10September 1, 1998 1999 (as such documents have since the time of their filing been amended, the "Lil Marc COMPANY SEC REPORTS" (the term "J Net SEC Reports"," when used in ARTICLE III, having a correlative meaning with respect to J Net)), which are all the documents (other than preliminary materials) that Lil Marc the Company and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial StatementsCOMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of 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 Lil Marc the Company and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc the Company is treated as a consolidated subsidiary of Lil Marc the Company in Lil Marc the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. (ai) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Anthem has filed or furnished all registration statements, 1998 prospectuses, reports, schedules, forms, statements and the filings other documents required to be made filed or furnished by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries it with the SEC since June 10January 1, 1998 2013 (collectively, as such documents they have been amended since the time of their filing been amendedand including all exhibits thereto and all other information incorporated therein, the "Lil Marc “Anthem SEC Reports"”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were . No material Subsidiary of Anthem is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Anthem SEC under the Exchange Act since such date. As Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the Lil Marc SEC Reportsdate of this Agreement or the Closing Date, includingthen on the date of such filing), without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Anthem SEC Reports (collectivelyA) presents fairly, the "Lil Marc Financial Statements") complied as to form in all material respects with respects, the published rules consolidated financial position and regulations consolidated results of operations and cash flows of Anthem and its Subsidiaries as of the SEC respective dates or for the respective periods set forth therein, all in conformity with respect thereto, were prepared generally accepted accounting principles in accordance with GAAP the United States (“GAAP”) applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto otherwise noted therein, and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments (which that were not or are not expected to bebe material in amount, individually or in the aggregateand lack of footnote disclosure, materially adverse to Lil Marc and its subsidiaries, taken as (B) contains and reflects all necessary adjustments and accruals for a whole)) the fair presentation of Anthem’s consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedcovered by such financial statements. Each subsidiary All of Lil Marc is treated such Anthem SEC Reports (including any financial statements included or incorporated by reference therein), as a consolidated subsidiary of Lil Marc their respective dates (and as of the date of any amendment to the respective Anthem SEC Report), complied as to form in Lil Marc Financial Statements for all periods covered therebymaterial respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Anthem SEC Report.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements MBI has previously furnished Palatin with true and complete copies of the Exchange Act on June 10, 1998 and the filings all documents required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC Commission for the period beginning on April 1, 1996 and ending on the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document date hereof (together with all amendments thereof and supplements exhibits thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc MBI SEC Reports"), which are . MBI has filed with the Commission all documents it is required by the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required Commission to file with as of the SEC under the Exchange Act since such datedate hereof. As of their respective dates, the Lil Marc MBI SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) the rules and regulations of the Commission thereunder applicable to such MBI SEC Reports. Without limiting the generality of the foregoing sentence, the MBI SEC Reports include as exhibits all documents required to be filed as exhibits to the MBI SEC Reports pursuant to the rules and regulations of the Commission. As of their respective dates, the MBI SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of MBI included in the Lil Marc MBI SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC Commission with respect thereto, were . The financial statements included in the MBI SEC Reports (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), (ii) present fairly, in all material respects, the financial position of MBI and except with respect to unaudited statements its subsidiaries as permitted by Form 10-QSB at the dates thereof and the results of their operations and cash flows for the SEC) and fairly present (periods then ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (which iii) are not expected to bein all material respects, individually or in accordance with the aggregate, materially adverse to Lil Marc books of account and records of MBI and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been Parent has filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements reports and documents (oral or written) and including all documents, exhibits, post-effective amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, including, but not limited tothe Exchange Act and the respective rules and regulations thereunder, all franchises, services agreements, material agreements and related documents, and all such filings compliedof which, as of their respective datesamended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc Parent has made available to ITI a true and complete copy of each formthe Company copies (including all exhibits, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all post-effective amendments thereof and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended March 31, 1999 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Lil Marc or any of its subsidiaries Parent with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents 1997 (other than preliminary materialsregistration statements filed on Form S-8) that Lil Marc (the documents referred to in clauses (a), (b) and its subsidiaries were required (c) filed prior to file with the date hereof are collectively referred to as the "PARENT SEC under REPORTS"). The Parent SEC Reports are identified on the Exchange Act since such dateParent Disclosure Schedule. As of their respective datesfiling dates (and, in the case of any registration statement, on the date it was declared effective), the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc Parent SEC Reports (collectively, the "Lil Marc Financial StatementsPARENT FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (present, in all material respects, the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyany other adjustments described therein.

Reports and Financial Statements. (a) Lil Marc became subject The Company has furnished or made available to the reporting requirements Purchaser true and complete copies of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc all reports or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been registration statements it has filed with the SEC Securities and Exchange Commission (the “SEC”) under the Securities Act and the Secretary Securities Exchange Act of State of the State of Nevada1934, as amended (the case may be“Exchange Act”), including for all formsperiods subsequent to December 31, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to2001, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and form so filed (collectively the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the “Company SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"Documents”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective filing dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, and (ii) did not contain as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. Each No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the audited consolidated statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements and unaudited interim financial statements (includingstatements, in each caseincluding the notes thereto, the notes, if any, thereto) included in the Lil Marc Company SEC Reports Documents (collectively, the "Lil Marc “Financial Statements"”) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis during (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present specified (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end normal audit adjustments (which are not expected to be, individually or in adjustments). Since the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as date of the dates thereof most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 15, 2004 has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since September 30, 2002 the Company has timely filed all material reports, registration statements and other filings required by the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySEC.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements The Company and each of the Exchange Act on June 10its Subsidiaries has timely filed or furnished all forms, 1998 documents and the filings reports required to be made filed or furnished by Lil Marc it with the SEC (including under the Securities Act and the Exchange Act) (all such documents and reports filed or furnished by the Company or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amendedSubsidiaries, the "Lil Marc “Company SEC Reports")Documents”) since April 1, which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date2014. As of their respective datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Lil Marc Company SEC ReportsDocuments filed since April 1, including, without limitation, any financial statements or schedules included therein, at the time filed (i) 2014 complied as to form in all material respects with the requirements of the Exchange Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (ii) did not contain the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents filed since April 1, 2014 contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the audited consolidated financial statements and unaudited interim financial statements (includingCompany’s Subsidiaries is, in each caseor at any time since April 1, the notes2014 has been, if anyrequired to file any forms, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects reports or other documents with the published rules and regulations SEC. Since April 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during received by the periods involved Company relating to the Company SEC Documents and (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB ii) none of the SEC) and fairly present (subjectCompany SEC Documents is, in to the case knowledge of the unaudited interim financial statementsCompany, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position subject of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyongoing SEC review.

Reports and Financial Statements. (a) Lil Marc became subject to Parent has previously furnished the reporting requirements of the Exchange Act on June 10, 1998 Company with true and the filings required to be made by Lil Marc or any complete copies of its subsidiaries since such date under the Exchange Act(i) Registration Statement No. 333-8147 on Form S-1 effective October 3, and applicable state laws and regulations have been 1996, as filed with the SEC Securities and Exchange Commission (the Secretary of State of "Commission"), (ii) Annual Report on Form 10-K for the State of Nevadafiscal year ended June 30, 1997, as filed with the case may beCommission, including (iii) Quarterly Report on Form 10-Q for the quarter ended December 31,1997, as filed with the Commission, (iv) proxy statements related to all formsmeetings of its shareholders (whether annual or special) since October 4, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents1996, and (v) all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, other reports or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) statements filed by Lil Marc or any of its subsidiaries Parent with the SEC Commission since June 10October 4, 1998 (as such documents have since the time of their filing been amended1996, the "Lil Marc SEC Reports")except for preliminary material, which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were Parent was required to file with the Commission since that date (the documents in clauses (i) through (v) being referred to herein collectively as the "Parent SEC under the Exchange Act since such dateReports"). As of their respective dates, the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) the rules and regulations of the Commission thereunder applicable to such Parent SEC Reports. As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc Parent SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto (except as may be indicated thereon or in the notes thereto, were ). The financial statements included in the Parent SEC Reports: have been prepared in accordance with GAAP generally accepted accounting principles in effect as of such time applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto); present fairly, in all material respects, the financial position of Parent and except with respect to unaudited statements its subsidiaries as permitted by Form 10-QSB at the dates thereof and the results of their operations and cash flows for the SEC) and fairly present (periods then ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments, any other adjustments (which described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and are not expected in all material respects in accordance with the books of account and records of Parent and its subsidiaries. As of December 31, 1997, there was no basis for any claim or liability of any nature against Parent or its subsidiaries, whether absolute, accrued, contingent or otherwise that would be required to bebe reflected on, individually or reserved against on a balance sheet of Parent, or in the notes thereto, prepared in accordance with the published rules and regulations of the Commission and generally accepted accounting principles, which, alone or in the aggregate, materially adverse has had, or would reasonably be expected to Lil Marc and its subsidiarieshave, taken a Parent Material Adverse Effect, other than as a whole)) reflected in the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyParent SEC Reports.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements The Company and each of the Exchange Act on June 10its Subsidiaries has timely filed or furnished all forms, 1998 documents and the filings reports required to be made filed or furnished prior to the date hereof by Lil Marc it with the U.S. Securities and Exchange Commission (the “SEC”) since August 27, 2011 (all such documents and reports filed or furnished by the Company or any of its subsidiaries since such date under Subsidiaries, the Exchange Act, and applicable state laws and regulations have been filed with the “Company SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or writtenDocuments”) and has timely paid all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, fees due in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such dateconnection therewith. As of their respective datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Documents complied as to form in all material respects with the requirements of the Exchange Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (iithe “Xxxxxxxx-Xxxxx Act”) did not contain as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the audited consolidated financial statements and unaudited interim financial statements (includingCompany’s Subsidiaries is, in each caseor at any time since August 27, the notes2011 has been, if anyrequired to file any forms, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects reports or other documents with the published rules and regulations SEC. As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during received by the periods involved (except as may be indicated therein or in Company relating to the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Company SEC Documents. None of the SEC) and fairly present (subjectCompany SEC Documents is, in to the case knowledge of the unaudited interim financial statementsCompany, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position subject of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyongoing SEC review.

Reports and Financial Statements. (a) Lil Marc became subject to The Company has filed on a timely basis all forms, reports and documents with the reporting requirements of the Exchange Act on June 10, 1998 and the filings SEC required to be made filed by Lil Marc or any of its subsidiaries since such date it under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral Securities Act or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such dateJanuary 1, 2000 (collectively, other than preliminary material, the "Company SEC Filings"). The Company has heretofore furnished or made available to Parent true and complete copies of all the Company SEC Filings filed prior to the date hereof. As of their respective dates, each of the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Filings complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct and the rules and regulations thereunder, and (ii) did not contain none of the Company SEC Filings contained as of such date any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except that no representation or warranty is made with respect to any information regarding Parent or its Affiliates included in the Company SEC Filings which was furnished by Parent or its Affiliates expressly for use therein). Each of When filed with the audited consolidated financial statements and unaudited interim SEC, the financial statements (including, in each case, including the related notes, if any, thereto) included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") Filings complied as to form in all material respects with the published applicable requirements of the Securities Act or the Exchange Act and the applicable rules and regulations of the SEC with respect thereto, thereunder and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto schedules thereto), and except with respect to unaudited such financial statements as permitted by Form 10-QSB fairly present, in all material respects, the consolidated financial position of the SEC) Company and fairly present (its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments adjustments. Except as and to the extent reflected or reserved against in the financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2003 or as disclosed therein or in Schedule 4.4, none of the Company or any of its Subsidiaries, or to its knowledge, any of its Equity Affiliates, has any actual or potential liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other, or whether due or to become due (which are not expected to beincluding any liability for breach of contract, individually breach of warranty, torts, infringements, claims or lawsuits), that in the aggregate, materially adverse insofar as the Company can reasonably foresee, is reasonably likely to Lil Marc have a Company Material Adverse Effect or that individually is required by the applicable rules and its subsidiariesregulations of the SEC and GAAP to be disclosed, taken as a whole)) reflected or reserved against in the Company's consolidated financial position statements (including the notes thereto). Except as set forth on Schedule 4.4, neither the Company nor any of Lil Marc as its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyany other Person.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act The Company has filed or furnished, on June 10a timely basis, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reportscertifications, agreements (oral or written) and all documents, exhibitscorrespondence, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documentsregistrations, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available reports required to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) be filed or furnished by Lil Marc or any of its subsidiaries it with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required pursuant to file with the SEC under the Exchange Act or the Securities Act since such date. As December 31, 2018 (the forms, statements, certifications, documents and reports so filed or furnished by the Company and those filed or furnished to the SEC subsequent to the date of their respective datesthis Agreement, including any amendments thereto, including exhibits, schedules thereto and all other information incorporated by reference, the Lil Marc “Company SEC ReportsDocuments”), includingeach of which, without limitationin each case as of its date, any financial statements or, if amended, as finally amended prior to the date of this Agreement, complied, or schedules included thereinif not yet filed or furnished, at the time filed (i) complied as to form will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and no Company SEC Document as of its date (iior, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such amended or superseding filing) did not contain contained, and no Company SEC Documents filed with or furnished to the SEC subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each To the Knowledge of the audited consolidated financial statements Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of there are no outstanding or unresolved comments received from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB any of the SEC) and fairly present (subject, in the case Company SEC Documents. None of the unaudited interim financial statementsCompany’s Subsidiaries is required to file or furnish any forms, to normalreports, recurring year-end audit adjustments (which are not expected to be, individually or in other documents with the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebySEC.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10Since January 1, 1998 and 2005, the filings required to be made by Lil Marc the Company and the Company Subsidiaries under the Securities Act or the Exchange Act have been timely filed with the SEC, including within any of its subsidiaries since such date additional period provided pursuant to Rule 12b-25 under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, Each report, schedule, form, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10January 1, 1998 2005 (as such documents have since the time of their filing been amended, the "Lil Marc “Company SEC Reports"”), which are all the documents (other than preliminary materials) that Lil Marc and as of its subsidiaries were required to file with the SEC under the Exchange Act since such respective date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each misleading and complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc “Company Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be indicated therein or in the notes thereto and except with respect to interim financial statements as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (in all material respects the financial position of the Company and the Company Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in conformity with GAAP, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or adjustments. Except as disclosed in the aggregateCompany SEC Reports filed prior to the date hereof, materially adverse since January 1, 2005, the Company has at all times been in material compliance with the rules and regulations of the NYSE. At no time has the Company Partnership or any other Company Subsidiary been subject to Lil Marc the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Each form, report and its subsidiariesdocument containing financial statements that has been filed with or submitted to the SEC since July 31, taken 2002 and that was required under the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) to be accompanied by the officer certifications required under such Act was accompanied by the certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations promulgated thereunder. The Proxy Statement, including the documents incorporated by reference therein, did not as a whole)) the consolidated financial position of Lil Marc their respective dates, and will not as of the dates thereof Closing Date, 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 not misleading and complied and will comply in all material respects with all applicable requirements of the Exchange Act and the consolidated results of operations rules and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyregulations thereunder.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10The Company has filed or furnished all forms, 1998 documents and the filings reports required to be made filed or furnished prior to the date hereof by Lil Marc or it with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (such documents and reports, together with any of its subsidiaries since such date under reports filed by the Exchange Act, and applicable state laws and regulations have been filed Company with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI on a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amendedvoluntary basis on Form 8-K, the "Lil Marc “Company SEC Reports"Documents”), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, or, if amended, as of the Lil Marc date of the last such amendment, the Company SEC ReportsDocuments complied, includingand all documents and reports required to be filed or furnished after the date hereof and prior to the Effective Date by the Company (together with any reports filed by the Company with the SEC on a voluntary basis on Form 8-K, without limitationthe “New Company SEC Documents”) with the SEC will be filed on a timely basis and will comply, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Securities Act of 1933 and the Exchange Act, as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained, and none of the New Company SEC Documents will contain, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the audited consolidated financial statements and unaudited interim financial statements (includingdate of this Agreement, in each case, there are no outstanding or unresolved comments received by the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of Company from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except staff with respect to unaudited statements as permitted by Form 10-QSB the Company SEC Documents. To the knowledge of the SEC) and fairly present (subjectCompany, in the case none of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually Company SEC Documents is the subject of ongoing SEC review or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyinvestigation.

Reports and Financial Statements. (a) Lil Marc became subject to To the reporting requirements of Company’s knowledge, the Exchange Act on June 10Company has filed or furnished all forms, 1998 documents and the filings reports (including exhibits) required to be made filed or furnished prior to the date of this Agreement by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed it with the Securities and Exchange Commission (the “SEC”) since December 31, 2004 (the “Company SEC and Documents”). To the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings compliedCompany’s knowledge, as of their respective dates, in all material respects with all applicable requirements or, if amended prior to the date hereof, as of the appropriate statutes and date of the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as last such documents have since the time of their filing been amendedamendment, the "Lil Marc Company SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) Documents complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each To the Company’s knowledge, no Subsidiary of the audited consolidated financial statements Company is required to file any form or report with the SEC. The Company has made available to Parent correct and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in complete copies of all material respects with correspondence between the published rules SEC, on the one hand, and regulations the Company and any of the SEC with respect theretoCompany’s Subsidiaries, were prepared in accordance with GAAP applied on a consistent basis during the periods involved other hand, occurring since December 31, 2004 and prior to the date hereof. To the Company’s knowledge (except for any comments, as may be indicated therein part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, there are no outstanding or unresolved comments in comment letters from the notes thereto and except SEC staff with respect to unaudited statements any of the Company SEC Documents. To the Company’s knowledge (except for any comments, as permitted by Form 10-QSB part of the SEC) ’s on-going compensation disclosure review project, that the Company has not yet received and fairly present (subjecthas not yet been notified of), in the case of 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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and date hereof, none of the consolidated results Company SEC Documents is the subject of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 The Company and the filings required to be made by Lil Marc or any each of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been Subsidiaries has timely filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, reports, schedules, registration statements, reportsproxy statements, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement information statements and other document documents (together with all amendments thereof and supplements thereto) that were required to be filed by Lil Marc the Company or any of its subsidiaries Subsidiary with any applicable Governmental or Regulatory Authority, including the SEC SEC, since June 10December 31, 1998 2002 (as such documents have since the time of their filing been amendedamended or supplemented, the "Lil Marc SEC “Company Reports"”), which are all of the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company or any Subsidiary was required to file with the SEC under the Exchange Act any applicable Governmental or Regulatory Authority since such date. As of their respective datesdates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Company Reports filed before the date of this Agreement), each of the Lil Marc SEC Company Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the Law enforced or promulgated by the applicable Governmental or Regulatory Authority, including, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) subject to the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), or the Exchange Act (as such documents have since the time of their filing been amended or supplemented, the “SEC Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations in the first two sentences of this Section 3.5(a), insofar as such representations relate to Company Reports filed with any Governmental or Regulatory Authority other than the SEC, are made only (A) as to Company Reports with state and United States federal Governmental or Regulatory Authorities and (B) as to failures to comply with any of such representations where such failures, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notesnotes and schedules, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc “Company Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present presented (subject, in the case of 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 Lil Marc and its subsidiaries, taken as a whole)adjustments) the consolidated financial position of Lil Marc the Company as of at the respective dates thereof and the consolidated results of operations its operations, stockholders’ equity and cash flows for the respective periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been The Company has filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all material forms, statements, reports, agreements reports and documents (oral or written) and including all documents, exhibits, post-effective amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, including, but not limited tothe Exchange Act and the respective rules and regulations thereunder, all franchises, services agreements, material agreements and related documents, and all such filings compliedof which, as of their respective datesamended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc The Company has made available previously delivered to ITI a true and complete copy of each formParent copies (including all exhibits, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all post-effective amendments thereof and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended July 31, 1999, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Lil Marc or any of its subsidiaries the Company with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents 1997 (other than preliminary materialsregistration statements filed on Form S-8) that Lil Marc (the documents referred to in clauses (a), (b) and its subsidiaries were required (c) filed prior to file with the date hereof are collectively referred to as the "COMPANY SEC under REPORTS"). The Company SEC Reports are identified on the Exchange Act since such dateCompany Disclosure Schedule. As of their respective datesfiling dates (and, in the case of any registration statement, the Lil Marc date on which it was declared effective), the Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial StatementsCOMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SECthereto) and fairly present (present, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyany other adjustments described therein.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the The filings required to be made by Lil Marc or any of Parent and its subsidiaries Subsidiaries since such date January 1, 1996 under the Securities Act, the Exchange Act, and the Federal Power Act (the "Power Act"), the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state laws and laws, rules or regulations have been filed with the SEC Securities and Exchange Commission (the Secretary of State of "SEC"), the State of Nevadaapplicable public utility regulatory authorities or the FERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, Parent has complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. Lil Marc Parent has made available to ITI the Company a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, statement and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries Parent with the SEC since June 10January 1, 1998 1996 (as such documents have since the time of their filing been amended, the "Lil Marc Parent SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc Parent SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed Reports (i) complied as complied, or with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Lil Marc Parent SEC Reports (collectively, the "Lil Marc Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC have been, or with respect theretoto those not yet filed, were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present (the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent SEC Report filed after the date hereof or with respect to any Company SEC Report (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)hereinafter defined) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyincorporated therein by reference.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements The Company and each of the Exchange Act on June 10its Subsidiaries has timely filed or furnished all forms, 1998 documents and the filings reports required to be made filed or furnished by Lil Marc it with the SEC (including under the Securities Act and the Exchange Act) (all such documents and reports filed or furnished by the Company or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amendedSubsidiaries, the "Lil Marc “Company SEC Reports")Documents”) since July 1, which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date2013. As of their respective datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Lil Marc Company SEC ReportsDocuments filed since July 1, including, without limitation, any financial statements or schedules included therein, at the time filed (i) 2013 complied as to form in all material respects with the requirements of the Exchange Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (ii) did not contain the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents filed since July 1, 2013 contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the audited consolidated financial statements and unaudited interim financial statements (includingCompany’s Subsidiaries is, in each caseor at any time since July 1, the notes2013 has been, if anyrequired to file any forms, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects reports or other documents with the published rules and regulations SEC. Since July 1, 2013, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during received by the periods involved Company relating to the Company SEC Documents and (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB ii) none of the SEC) and fairly present (subjectCompany SEC Documents is, in to the case knowledge of the unaudited interim financial statementsCompany, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position subject of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyongoing SEC review.

Reports and Financial Statements. (a) Lil Marc became subject to the reporting requirements Except as set forth on Schedule 3.5(a) of the Exchange Act on June 10Motient Disclosure Schedule, 1998 and the filings Motient has timely filed all reports required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “Motient SEC Reports”), and has previously made available to BCE true and complete copies of all such Motient SEC Reports. Such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Secretary of State of the State of NevadaExchange Act, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all none of such filings compliedMotient SEC Reports, as of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, in all material respects with all applicable requirements then on the date of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"filing), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited The consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of Motient included in the Lil Marc Motient SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QSB Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to beand any other adjustments described therein), individually or in the aggregateall material respects, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc Motient and its consolidated subsidiaries as of at the dates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Each subsidiary Except as disclosed in the Motient SEC Reports there has been no change in any of Lil Marc is treated as a consolidated subsidiary the significant accounting (including Tax accounting) policies or procedures of Lil Marc in Lil Marc Financial Statements for all periods covered therebyMotient since December 31, 2005.

Reports and Financial Statements. (a) Lil Marc became subject to The Company has furnished the reporting requirements Investor with true and complete copies of the Exchange Act Company's (i) Annual Reports on June Form 10-KSB for the fiscal years ended December 31, 1998 1998, December 31, 1999 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange ActDecember 31, and applicable state laws and regulations have been 2000, as amended, as filed with the SEC and SEC, (ii) Quarterly Report on Form 10-QSB for the Secretary of State of the State of Nevadaquarter ended March 31, 2001, as filed with the case may beSEC, including (iii) proxy statements related to all formsmeetings of its stockholders (whether annual or special) held since January 1, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents1999, and (iv) all such filings complied, as of their respective dates, in all material respects other reports filed with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed statements declared effective by Lil Marc or any of its subsidiaries with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended1999, the "Lil Marc SEC Reports")except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Exchange Act since such dateduring the 12 months preceding the date of this Agreement. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time Reports were duly filed (i) and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC with respect thereto, were . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB thereto), (ii) present fairly, in all material respects, the financial position of the SEC) Company and fairly present (its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (which iii) are not expected to be, individually or in all material respects in accordance with the aggregate, materially adverse to Lil Marc books of account and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as records of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated Company except as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyindicated therein.

Reports and Financial Statements. (a) Lil Marc became subject to The Company has furnished the reporting requirements Investors with true and complete copies of the Exchange Act Company's (i) Annual Reports on June Form 10-KSB for the fiscal years ended December 31, 1998 1999, December 31, 2000 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange ActDecember 31, and applicable state laws and regulations have been 2001, as amended, as filed with the SEC SEC, (ii) Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002 and the Secretary of State of the State of NevadaJune 30, 2002, as filed with the case may beSEC, including (iii) proxy statements related to all formsmeetings of its stockholders (whether annual or special) held since January 1, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents2000, and (iv) all such filings complied, as of their respective dates, in all material respects other reports filed with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, or registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed statements declared effective by Lil Marc or any of its subsidiaries with the SEC since June 10January 1, 1998 (as such documents have since the time of their filing been amended2000, the "Lil Marc SEC Reports")except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary materialsmaterial) that Lil Marc and its subsidiaries were the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Exchange Act since such dateduring the 12 months preceding the date of this Agreement. As of their respective dates, the Lil Marc Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time Reports were duly filed (i) and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, of the notes, if any, thereto) Company included in the Lil Marc Company SEC Reports (collectively, the "Lil Marc Financial Statements") complied comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC with respect thereto, were . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (A) as may be indicated therein or in the notes thereto and except with respect thereto, or (B) in the case of unaudited interim financial statements, to unaudited statements as permitted by Form 10-QSB the extent they may not include footnotes or may be condensed or summary statements), (ii) present fairly, in all material respects, the financial position of the SEC) Company and fairly present (its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (which iii) are not expected to be, individually or in all material respects in accordance with the aggregate, materially adverse to Lil Marc books of account and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as records of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated Company except as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered therebyindicated therein.