Common use of SEC Documents Clause in Contracts

SEC Documents. Gold Banc has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc included in the Gold Banc SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc The Company has made available to the Company Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 31, 1996 1995 and prior to or on the date of this Agreement (the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary materialmaterials) that Gold Banc the Company was required to file with the SEC since such datebetween December 31, 1995 and the date of this Agreement. As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and its consolidated Subsidiaries for the periods presented therein. Gold Banc has Except as disclosed in the Company SEC Documents, there are no material liability agreements, arrangements or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax understandings between the Company and any party who is or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and was at any time prior to the extent date hereof but after December 31, 1996 an Affiliate of the Company that are required to be disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc has made available to (a) Since June 20, 1995, the Company a true has filed all documents with the Securities and complete copy of each report, schedule, registration statement and definitive proxy statement Exchange Commission ("SEC") required to be filed by Gold Banc under the Securities Act or the Exchange Act (such documents filed with the SEC since on or before January 115, 1996 (1997 referred to herein as the "Gold Banc Company SEC Documents") which are all ). Except as set forth in the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As Company Disclosure Letter, as of their respective dates, (i) the Gold Banc Company SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and (ii) none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and changes in accordance with applicable requirements of GAAP financial position for the periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments and to any other adjustments described therein). (b) Except as set forth in the Company SEC Documents or the Company Disclosure Letter, recurring adjustments, none neither the Company nor any of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Subsidiaries has no material any liability or obligation of a type any nature (whether accrued, absolute, contingent or otherwise) which would be included in required to be reflected on a balance sheet sheet, or in the notes thereto, prepared in accordance with GAAP whether related generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 1996 which would not have a Material Adverse Effect on the Company. (c) The Company has heretofore made available to tax the Purchaser a complete and correct copy of any amendments or non-tax matters, accrued or contingent, due or modifications which have not yet duebeen filed with the SEC to agreements, liquidated documents or unliquidated, or otherwise, except and other instruments which previously have been filed with the SEC pursuant to the extent disclosed Securities Act or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold BancExchange Act.

SEC Documents. Gold Banc (a) Grey Wolf has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company a true and complete copy of Basic each registration statement, periodic or other report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents") which are all the documents or information statement (other than preliminary materialmaterials) that Gold Banc was required to file it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the “Grey Wolf Reports”). As used in this Section 3.7, the term “file” shall include any reports on Form 8-K furnished to the SEC. As of their its respective datesdate or, if amended by a subsequent filing prior to the Gold Banc SEC Documents date hereof, on the date of such filing, each Grey Wolf Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets included in or incorporated by reference into the Grey Wolf Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Grey Wolf and the Grey Wolf Subsidiaries as of its date, and each of the consolidated statements of Gold Banc operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Gold Banc SEC Documents Grey Wolf Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Grey Wolf and the Grey Wolf Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Grey Wolf Financial Statements”). The Grey Wolf Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been and (ii) were prepared in accordance with GAAP (consistently applied during the periods involved, except as may be indicated noted in the notes thereto or, in the case of the unaudited statements, Grey Wolf Financial Statements or as permitted by Rule Form 10-01 Q or Form 8-K. (b) Grey Wolf has not entered into or modified any loans or arrangements with its officers and directors in violation of Regulation S-X Section 402 of SOX. Grey Wolf has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Grey Wolf’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Grey Wolf in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Grey Wolf as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Grey Wolf has completed its assessment of the effectiveness of Grey Wolf’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Grey Wolf, it has disclosed, based on its most recent evaluations, to Grey Wolf’s outside auditors and the audit committee of the Grey Wolf Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Grey Wolf’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act) and fairly present (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in accordance with applicable requirements Grey Wolf’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of GAAP Grey Wolf, neither Grey Wolf nor any of the Grey Wolf Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Grey Wolf or any of the Grey Wolf Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Grey Wolf or any of the Grey Wolf Subsidiaries, including any material complaint, allegation, assertion or Claim that Grey Wolf or any of the Grey Wolf Subsidiaries has a “material weakness” (subjectas such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated Grey Wolf’s internal controls over financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancreporting.

SEC Documents. Gold Banc (a) The Company has made available filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company a true and complete copy or any of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc its Subsidiaries with the SEC since January 1December 31, 1996 1999 (collectively, the "Gold Banc Company SEC DocumentsReports") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Gold Banc Exchange Act, and as of their respective effective dates, as to Company SEC Documents complied Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such Gold Banc SEC Documentsthose not yet filed, and none of the Gold Banc SEC Documents contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements . (b) Each of Gold Banc the consolidated balance sheets included in or incorporated by reference into the Gold Banc Company SEC Documents complied as to form Reports (including the related notes and schedules) presents fairly, in all material respects with respects, the published rules and regulations consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows of the Company included in or incorporated by reference into the Company SEC with respect thereto, have been prepared in accordance with GAAP Reports (except as may be indicated in the including any related notes thereto orand schedules) presents fairly, in all material respects, the results of operations, stockholders' equity and cash flows, as the case may be, of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of Company and its Subsidiaries for the SEC) and fairly present in accordance with applicable requirements of GAAP periods set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for in each case in accordance with GAAP consistently applied during the periods presented involved, except as may be noted therein. Gold Banc . (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has no material liability any liabilities or obligation obligations of a type which any nature (whether accrued, absolute, contingent or otherwise) that would be included in required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwiseconsistently applied, except and to the extent disclosed for (i) liabilities or obligations that were so reserved on, or reflected in (including the financial statements included notes to), the consolidated balance sheet of the Company as of September 30, 2002, (ii) liabilities or obligations arising in the Gold Banc SEC Documents. Since March 31ordinary course of business (including trade indebtedness) from September 30, 1999 there has been no material adverse change 2002 to the date hereof (iii) liabilities incurred after the date hereof that are permitted by Section 5.1 hereof and (iv) other liabilities or obligations which would not, individually or in the financial conditionaggregate, properties, assets, liabilities, business or prospects of Gold Banccause a Company Material Adverse Effect.

SEC Documents. Gold Banc (a) To the actual knowledge of the Parent, Parent has made available timely filed or furnished all material forms, reports, schedules, statements and other documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc it with the SEC since January 1the consummation of the initial public offering of the Parent’s securities, 1996 together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished under the Securities Act or the Securities Exchange Act (excluding Section 16 under the "Gold Banc Securities Exchange Act) (all such forms, reports, schedules, statements and other documents filed with the SEC, the “SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date”). As of their respective dates, each of the Gold Banc SEC Documents Documents, as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all material respects with the applicable requirements of the Securities Act Act, or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents. To the actual knowledge of the Parent, and none of the Gold Banc SEC Documents contained contained, when filed or, if amended prior to the Closing Date, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or 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. The . (b) To the actual knowledge of the Parent, each of the financial statements of Gold Banc the Parent included in the Gold Banc SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the Closing Date, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries the Parent, as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Parent, for the periods presented therein. Gold Banc has no material liability or obligation To the actual knowledge of a type which would be the Parent, each of the financial statements of the Parent included in a balance sheet prepared the SEC Documents were derived from the books and records of the Parent, which books and records are, in all material respects, correct and complete and have been maintained in all material respects in accordance with GAAP whether related to tax commercially reasonable business practices. (c) To the actual knowledge of the Parent, no written notice of any SEC review or non-tax matters, accrued investigation of the Parent or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in SEC Documents has been received by the financial statements included in the Gold Banc SEC DocumentsParent. Since March 31the consummation of its initial public offering, 1999 there has been no material adverse change in all comment letters received by the financial condition, properties, assets, liabilities, business Parent from the SEC or prospects the staff thereof and all responses to such comment letters filed by or on behalf of Gold Bancthe Parent are publicly available on the SEC’s E▇▇▇▇ website.

SEC Documents. Gold Banc has made available (a) The information pertaining to AOL in each of the Company a true reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents required to be filed by Gold Banc Time Warner with the SEC since January 1, 1996 2005 (the "Gold Banc “SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates”), the Gold Banc SEC Documents complied in all material respects with the then applicable requirements of the United States Securities Exchange Act or of 1934 (the “Exchange Act, as the case may be, ”) and the applicable rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documentspromulgated thereunder, and none and, at the time of the Gold Banc SEC Documents contained filing, did not contain any untrue statement of a material fact or omitted 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. The AOL segment financial statements of Gold Banc information included in the Gold Banc SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and fairly presented the results of operations and financial position of the AOL business segment of Time Warner as of the dates and for the periods indicated therein, subject to the absence of line items and notes. (b) The separate unaudited balance sheet and statements of income and cash flows of AOL at and as of September 30, 2005 and December 31, 2005 (the “AOL Financials”) that are attached to the Disclosure Letter, have been prepared in accordance with GAAP U.S. generally acceptable accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as that the AOL Financials do not contain footnotes that may be required by GAAP) . The AOL Financials are true and correct in all material respects and present fairly AOL’s financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject to the absence of footnotes. (c) A true and accurate reconciliation of the AOL Financials to the AOL business segment disclosures contained in the notes thereto orTime Warner Quarterly Report on Form 10-Q for the period ended September 30, 2005 and the Annual Report on Form 10-K for the period ended December 31, 2005 is attached to the Disclosure Letter. (d) Except as set forth in the case Disclosure Letter, the assets that form the basis of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, operating results reflected in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc AOL Financials that are owned by Time Warner and its subsidiaries as of their respective dates are owned by AOL and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancits subsidiaries.

SEC Documents. Gold Banc has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since (a) Since January 1, 1996 2008, Parent has filed with, or furnished to, the SEC all documents required to be filed or furnished by Parent under the Securities Act or the Exchange Act (collectively, the "Gold Banc “Parent SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date”). As of their respective dates, the Gold Banc Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of date hereof (or with respect to Parent SEC Documents filed or furnished after the SEC thereunder applicable date hereof, except as amended or supplemented prior to such Gold Banc SEC Documentsthe Closing Date), and none of the Gold Banc Parent SEC Documents contained any untrue statement of a material fact or 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, except that no representation is made by Parent with respect to information supplied by the Company or its Subsidiaries in writing for inclusion in the Registration Statement. The Each of the consolidated financial statements of Gold Banc Parent (including, in each case, any notes thereto) included in the Gold Banc Parent SEC Documents complied as to form in all material respects with (collectively, the published rules and regulations of the SEC with respect thereto, “Parent Financial Statements”) have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP Parent and its consolidated 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 statements, to normalnormal year-end audit adjustments and to any other adjustments set forth therein). As of the date of this Agreement, recurring adjustmentsneither Parent nor any of its Subsidiaries has any pending or unresolved comments from the SEC or any other Governmental Entity with respect to any of Parent SEC Documents. (b) To the Knowledge of Parent, none neither Parent nor any of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Subsidiaries has no material any liability or obligation of a type any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which would be included in a (i) are reflected, or for which reserves are established, on the consolidated balance sheet prepared of Parent as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were incurred in the ordinary course of business since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (iv) have been incurred in connection with the performance by Parent of its obligations under this Agreement or the transactions contemplated hereby. (c) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) To the Knowledge of Parent, since January 1, 2008 and prior to the date of this Agreement, none of Parent, any of its Subsidiaries or any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, to Parent’s current board of directors or any committee thereof or to any current director or executive officer of Parent. (e) Parent and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP whether related (ii) that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with the authorization of management and directors of Parent and such Subsidiaries and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s or its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. Parent has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to tax ensure that material information required to be disclosed by Parent in the reports that Parent files or non-tax matterssubmits under the Exchange Act is recorded, accrued or contingentprocessed, due or not yet due, liquidated or unliquidatedsummarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Parent required under the Exchange Act with respect to such reports. (f) Neither Parent nor any of its Subsidiaries is a party to, or otherwisehas any commitment to become a party to, except any joint venture, off balance sheet partnership or any similar Contract binding on Parent or any of its Subsidiaries or any of their properties or assets (including any Contract binding on Parent or any of its Subsidiaries or any of their properties or assets or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to the extent disclosed avoid disclosure of any material transaction involving, or reflected material liabilities of, Parent or any of its Subsidiaries in the Parent’s or such Subsidiary’s published financial statements included or other documents required to be filed or furnished by Parent under the Securities Act or the Exchange Act. (g) Since January 1, 2009, Parent has not received any oral or written notification of any “material weakness” in Parent’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that Parent’s independent accountants certify has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the Gold Banc SEC Documentsterms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. Since March 312007-005 of the Public Company Accounting Oversight Board, 1999 there has been no material adverse change as in effect on the financial condition, properties, assets, liabilities, business or prospects of Gold Bancdate hereof.

SEC Documents. Gold Banc Except as set forth on SCHEDULE 10.4, the Company has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc all filings with the SEC since January 1that it has been required to make under the Securities Act of 1933, 1996 as amended (the "Gold Banc Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1998. The Company has provided to SJMB a true, complete and correct copy of the Company's annual report on Form 10-K for the fiscal years ended December 31, 1998 and December 31,1999, together with all amendments thereto, and any and all filings with the SEC made by the Company (including all requested exhibits to such filings) since the filing of said Form 10-K (all such documents that have been filed with the SEC, as amended, are referred to as the "Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, and except as amended, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations as of the SEC thereunder applicable to such Gold Banc SEC Documentstheir respective dates, and none of the Gold Banc Company SEC Documents contained any untrue statement of a an material fact or omitted to state a material fact required to be stated therein herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Gold Banc the Company and its Subsidiaries included in the Gold Banc Company SEC Documents 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, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of the SECQ) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, normal recurring audit adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries Subsidiaries as of their respective the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented thereinthen ended. Gold Banc has Except as set forth in the Company SEC Documents, since December 31, 1999, (i) there have been no material liability changes in the business, operations or obligation financial condition of a type each of the Company and each of its Subsidiaries which would be included in have a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except Material Effect and to (ii) the extent disclosed or reflected operations of each of the Company and each of its Subsidiaries have been conducted in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, ordinary course of business or prospects of Gold Bancexcept as previously disclosed to SJMB.

SEC Documents. Gold Banc BreitBurn Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc timely with the SEC since January 1all forms, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was registration statements, reports, schedules and statements required to file with be filed by it under the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of Exchange Act or the Securities Act (all such documents filed on or prior to the Exchange Actdate of this Agreement, as collectively, the case may be, and the rules and regulations of the “BreitBurn Parent SEC thereunder applicable to such Gold Banc Documents”). The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and none any notes thereto or schedules included therein (the “BreitBurn Parent Financial Statements”), at the time filed (in the case of registration statements, solely on the Gold Banc dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC Documents contained Document filed prior to the date hereof) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading. The financial statements of Gold Banc included in the Gold Banc SEC Documents , (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, (iii) in the case of the BreitBurn Parent Financial Statements, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (iv) in the case of the BreitBurn Parent Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, v) in the case of the BreitBurn Parent Financial Statements, fairly present (subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments, none of which were material) in all material respects the consolidated financial position of Gold Banc BreitBurn Parent and its subsidiaries Subsidiaries as of their respective the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented thereinthen ended. Gold Banc PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to BreitBurn Parent and the General Partner and has no material liability not resigned or obligation been dismissed as independent registered public accountants of BreitBurn Parent and the General Partner as a type which would be included result of or in connection with any disagreement with BreitBurn Parent or the General Partner on a balance sheet prepared in accordance with GAAP whether related to tax matter of accounting principles or non-tax matterspractices, accrued financial statement disclosure or contingent, due auditing scope or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancprocedure.

SEC Documents. Gold Banc has made available to (a) Since September 1, 1996, the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement has filed by Gold Banc all documents with the SEC since January 1, 1996 required to be filed by the Company under the Securities Act or the Exchange Act (the "Gold Banc Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC, in the form, including any exhibits or amendments thereto, filed with the SEC (collectively, the "Company Reports"). The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied and the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP the Company as 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 statements, to normalnormal year-end audit adjustments and to any other adjustments set forth therein). (b) Except as set forth in the Company Disclosure Letter, recurring adjustmentsthe Company SEC Documents, none the Company Reports or the Company Disclosure Letter, neither the Company nor any of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Subsidiaries has no material any liability or obligation of a type any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 1997 which would be included not, individually or in the aggregate, have a balance sheet prepared Material Adverse Effect on the Company. Except as set forth in accordance the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any obligation in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with GAAP whether related respect to tax any of the foregoing transactions) or non-tax mattersany combination of the foregoing transactions. (c) The Company has heretofore made available or promptly shall make to Investor a complete and correct copy of any amendments or modifications, accrued or contingent, due or which have not yet duefiled with the SEC, liquidated to agreements, documents or unliquidated, or otherwise, except and other instruments which previously have been filed with the SEC pursuant to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold BancExchange Act.

SEC Documents. Gold Banc (i) The Company has made available filed and furnished all required reports, schedules, registration statements, definitive proxy statements and exhibits to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc foregoing documents with or to the SEC since January 1December 31, 1996 2001 (the "Gold Banc “Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date”). As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. No Subsidiary is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents were prepared from the books and records of the Company and the Subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc the Company and its subsidiaries the Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and the Subsidiaries for the periods presented therein. Gold Banc Except as disclosed in the Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001, an Affiliate (as hereinafter defined) of the Company that are required to be disclosed in the Company SEC Documents. (ii) The Company has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, the Company’s independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company’s accounting policies or practices. Since December 31, 2001, to the knowledge of the Company, no officer or director of the Company has received or has become entitled to receive any material liability compensation from any entity that has engaged in or obligation is engaging in any material transaction with the Company or any Subsidiary of a type which would be included in a the Company. There are no off-balance sheet prepared in accordance with GAAP whether related special purpose entities or financing arrangements of the Company or the Subsidiaries. (iii) With respect to tax or noneach annual report on Form 10-tax mattersK, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except each quarterly report on Form 10-Q and to the extent disclosed or reflected in the financial statements each amendment of any such report included in the Gold Banc Company SEC Documents. Since March 31, 1999 there has been no material adverse change the chief executive officer and chief financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC and the statements contained in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancany such certifications were correct when made.

SEC Documents. Gold Banc The Company has made available to the Company Concord a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 31, 1996 1997 (as such documents have since the time of their filing been amended, the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, (i) the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and (ii) none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31, 2000, as audited by ▇▇▇▇▇▇, Jasco + Company, P.A. (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except as may be indicated in "GAAP") applied on a consistent basis during the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) periods involved and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of operations their operations, stockholders' equity and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared then ended in accordance with GAAP GAAP. As of December 31, 2000, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether related to tax or non-tax matters, accrued or contingent, due or not yet dueaccrued, liquidated or unliquidated, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2000, except as and to the extent disclosed or reflected set forth in the financial statements included Company SEC Documents and except for liabilities or obligations incurred in the Gold Banc SEC Documents. Since March 31ordinary course of business consistent with past practice and of substantially the same character, 1999 there has been no material adverse change type and magnitude as incurred in the financial conditionpast, propertiesneither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, assetswhether or not accrued, liabilitiescontingent or otherwise, business that would have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or prospects of Gold Bancother document with the SEC.

SEC Documents. Gold Banc (a) Since January 1, 2014, Seller has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc or furnished with the SEC since January 1all material forms, 1996 (the "Gold Banc SEC Documents") which are all the schedules, prospectuses, registration statements, reports and other documents (other than preliminary material) that Gold Banc was required to file be filed or furnished by it with the SEC since such date(the “SEC Documents”). For the avoidance of doubt, the SEC Documents do not include any forms, schedules, prospectuses, registration statements, reports and other documents filed or furnished by Aabaco Holdings, Inc. As of their Table of Contents respective dates, or, if amended or superseded, as of the Gold Banc date of such amendment or superseding filing or document so furnished, (i) the SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and (ii) none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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 misleadingmisleading in any material respect. No executive officer of Seller has failed to make the certifications required by him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Seller relating to the SEC Documents. (b) The consolidated financial statements (including all related notes and schedules) of Gold Banc Seller included in the Gold Banc SEC Documents (i) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) fairly present in all material respects the consolidated financial position of Seller and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including in any notes thereto), (iii) have been prepared in all material respects in accordance with the Books and Records of Seller and its consolidated Subsidiaries, and (iv) have been prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or nonnormal year-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except end audit adjustments and to the absence of notes). (c) Neither Seller (to the extent disclosed or reflected related to the Business) nor any of the Business Subsidiaries is a party to, nor does it have any commitment to become a party to material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold BancSEC).

SEC Documents. Gold Banc uKarma hereby makes reference to all documents it has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 United States Securities and Exchange Commission (the "Gold Banc “SEC”), some of which are posted on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇ (collectively, the “SEC Documents") which are ”). The SEC Documents constitute all of the documents (other than preliminary material) and reports that Gold Banc uKarma was required to file with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder by the SEC since such datethe effectiveness of uKarma’s Form SB-2. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any an untrue statement of a material fact or 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. The consolidated financial statements of Gold Banc uKarma included in the Gold Banc SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the financial position of GAAP uKarma as of the dates thereof and its consolidated statements of operations, shareholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring adjustments, none of year-end audit adjustments which were material) and are not expected to have a material adverse effect on uKarma, its business, financial condition or results of operations). Except as and to the consolidated financial position extent set forth on the balance sheet of Gold Banc and its subsidiaries uKarma as of their respective dates and March 31, 2010, including the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc notes thereto, uKarma has no material liability or obligation of a type which would any nature (whether accrued, absolute, contingent or otherwise and whether required to be included in reflected on a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued not). Neither uKarma nor its officers or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to directors have received any correspondence from the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banccommenting on any SEC Document.

SEC Documents. Gold Banc (a) The Company has made available furnished to Intel prior to the Company a true and complete copy date hereof copies of each report, schedule, the prospectus included in the Company's registration statement on Form SB-2 (Registration No. 333-4752-LA), the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996 and definitive the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997 (collectively, the "SEC Documents"). Each of the SEC Documents, as of the respective date thereof, did not, and each of the registration statements, reports and proxy statement statements filed by Gold Banc the Company with the SEC since January 1after the date hereof and prior to the Closing will not, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements as of the Securities Act or the Exchange Actdate thereof, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The SEC Documents include the Company's audited financial statements (the "Audited Financial Statements") for the year ended December 31, 1996 and its unaudited financial statements for the three-month period ended March 31, 1997 (the "Balance Sheet Date"). Since the Balance Sheet Date, the Company has duly filed with the SEC all registration statements, reports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the 1933 Act. The audited and unaudited consolidated financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied filed prior to the date hereof fairly present, in conformity with generally accepted accounting principles ("GAAP") (except as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP permitted by Form 10-Q) applied on a consistent basis (except as may be indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its consolidated subsidiaries as of their respective dates at the date thereof and the consolidated results of their operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc then ended (subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), the Company has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP liabilities (whether related to tax or non-tax matters, accrued or contingent, due or not yet dueunaccrued, liquidated or unliquidated, secured or otherwiseunsecured, except and joint or several, due or to the extent disclosed become due, vested or reflected unvested, executory, determined or determinable) other than: (i) liabilities incurred in the financial statements included ordinary course of business since the Balance Sheet Date, (ii) liabilities with respect to agreements to which the Company is a party, and (iii) other liabilities that either individually or in the Gold Banc SEC Documents. Since March 31aggregate, 1999 there has been no material adverse change would not result in the financial condition, properties, assets, liabilities, business or prospects of Gold Banca Material Adverse Effect.

SEC Documents. Gold Banc (a) The Company has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc it was required to file with the SEC since such dateSEC. As of their respective dates, the Gold Banc SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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. The Company does not have any outstanding and unresolved comments from the SEC with respect to any of the SEC Documents. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present presented in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results statements of operations income and the consolidated cash flows of Gold Banc the Company and each of its consolidated Subsidiaries for the periods presented therein. Gold Banc has The books of account and other financial records of the Company on which such Financial Statements are based are true, complete and correct in all material respects and are accurately reflected in all material respects in the Financial Statements. There are no material liability liabilities, debts, claims or obligation obligations of a type which would be included in a balance sheet prepared in accordance with GAAP the Company or any of its Subsidiaries of any kind whatsoever, whether related to tax or non-tax mattersaccrued, accrued or contingent, due absolute or not yet duedetermined, liquidated or unliquidated, or otherwise, except other than: (i) liabilities adequately provided for on the Financial Statements and the Latest Balance Sheets; and (ii) liabilities incurred in the ordinary course of business subsequent to the extent disclosed date of the last dated Financial Statement which have not had, individually or reflected in the financial statements included in aggregate, and could not reasonably be expected to have, a Material Adverse Effect on the Gold Banc SEC Documents. Since March Company or any of its Subsidiaries. (b) The date of the last audited Financial Statements for the Company and its Subsidiaries is the Financial Statements for the year ended December 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc2001.

SEC Documents. Gold Banc (a) The Company has made available filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1December 31, 1996 2006 (collectively, the "Gold Banc “Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such dateReports”). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Gold Banc Exchange Act, and as of their respective effective dates, as to Company SEC Documents Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such Gold Banc SEC Documentsthose not yet filed, and none of the Gold Banc SEC Documents contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements No Subsidiary of Gold Banc the Company is required to make any filing with the SEC. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Gold Banc Company SEC Documents complied as to form Reports (including the related notes and schedules) fairly presents, in all material respects with respects, the published rules and regulations consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC with respect thereto, have been prepared in accordance with GAAP Reports (except as may be indicated in the including any related notes thereto orand schedules) fairly presents, in all material respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of Company and its Subsidiaries for the SEC) and fairly present in accordance with applicable requirements of GAAP periods set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for in each case in accordance with GAAP consistently applied during the periods presented therein. Gold Banc involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has no material liability any liabilities or obligation obligations of a type which any nature (whether accrued, absolute, contingent or otherwise) that would be included in required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwiseconsistently applied, except and to the extent disclosed for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and prior to the date hereof, (iii) liabilities incurred on or after the date hereof that are permitted by Section 5.1 and (iv) other liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The financial records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements included for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the Audit Committee (A) any significant deficiencies in the Gold Banc SEC Documentsdesign or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls. Since March Section 3.9 Absence of Certain Changes. From October 31, 1999 2009, the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practices, and there has not been no material adverse any change in the Company’s business, operations, condition (financial conditionor otherwise), propertiesresults of operations, assets, Assets or liabilities, business except for changes which, individually or prospects of Gold Bancin the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents. Gold Banc The Company has made available to the Company Gold Banc and Acquisition Subsidiary a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1, 1996 (the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects 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 Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in 423985 v7 14 accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present fairly, in all material respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries the Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and the Subsidiaries for the periods presented therein. Gold Banc Reserves for the Company's current and deferred federal and state income tax liabilities have been accrued in accordance with GAAP. Neither the Company nor either of the Subsidiaries has no any material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilitiesliabilities or business of the Company and the Subsidiaries, business or prospects of Gold Banctaken as a whole.

SEC Documents. Gold Banc has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 1997 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc included in the Gold Banc SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were will be material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March From July 31, 1999 until the date hereof, to the Knowledge of Gold Banc, there has been no material adverse change Material Adverse Change in the financial condition, properties, assets, liabilities, business or prospects condition of Gold BancBanc or in the relationship of Gold Banc with respect to its employees, creditors, suppliers, distributors or customers.

SEC Documents. Gold Banc The Company has made available to the Company Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 31, 1996 1995 and prior to or on the Effective Date (the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary materialmaterials) that Gold Banc the Company was required to file with the SEC since such datebetween December 31, 1995 and the Effective Date. As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and its consolidated Subsidiaries for the periods presented therein. Gold Banc has Except as disclosed in the Company SEC Documents, there are no material liability agreements, arrangements or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax understandings between the Company and any 8 12 party who is or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and was at any time prior to the extent Effective Date but after December 31, 1996 an Affiliate of the Company that are required to be disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc (i) Innkeepers REIT has previously provided or made available to Purchaser (by public filing with the Company SEC or otherwise) a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and definitive proxy statement information filed by Gold Banc Innkeepers REIT with the SEC since January 1, 1996 2004 and prior to or on the Closing Date (the "Gold Banc Innkeepers REIT SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc Innkeepers REIT was required to file with the SEC since such dateJanuary 1, 2004 through the date hereof pursuant to the federal securities Laws and the SEC rules and regulations thereunder. As of their respective dates, the Gold Banc Innkeepers REIT SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Innkeepers REIT SEC Documents, in each case as in effect at such time, and none of the Gold Banc Innkeepers REIT SEC Documents contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by later Innkeepers REIT SEC Documents filed and publicly available prior to the date of this Agreement. Innkeepers REIT does not have any outstanding and unresolved comments from the SEC with respect to any of the Innkeepers REIT SEC Documents. The consolidated financial statements of Gold Banc Innkeepers REIT (including the notes thereto) included in the Gold Banc Innkeepers REIT SEC Documents (including the audited consolidated balance sheet of Innkeepers REIT (the "Balance Sheet") as at December 31, 2006 (the "Balance Sheet Date") and the audited consolidated statements of income for the twelve (12) months ended December 31, 2006 and December 31, 2005 complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present present, in accordance with applicable requirements of GAAP (subjectand the applicable rules and regulations of the SEC, in each case, as in effect at such time, the case of the unaudited statementsassets, to normal, recurring adjustments, none of which were material) Liabilities and the consolidated financial position of Gold Banc Innkeepers REIT and its subsidiaries the Innkeepers Subsidiaries, taken as a whole, as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc Innkeepers REIT and the Innkeepers Subsidiaries taken as a whole, for the periods presented therein. Gold Banc has no The books of account and other financial records of Innkeepers REIT and the Innkeepers Subsidiaries are accurately reflected in all material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected respects in the financial statements included in the Gold Banc Innkeepers REIT SEC Documents. Since March 31, 1999 there has been no material adverse change in No Innkeepers Subsidiary is required to make any filing with the financial condition, properties, assets, liabilities, business or prospects of Gold BancSEC.

SEC Documents. Gold Banc The Company has made available filed all forms, reports and documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc with it under the SEC since January 1Exchange Act, 1996 including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing reports being collectively referred to herein as the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since on a timely basis, or has received a valid extension of such datetime of filing. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents Documents, when filed, contained any untrue statement of a material fact or 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. The financial audited and unaudited consolidated balance sheets of the Company and its Subsidiaries contained in the SEC Documents, and the related consolidated statements of Gold Banc included income, changes in stockholders' equity and changes in cash flows for the Gold Banc SEC Documents complied periods then ended, including the footnotes thereto, except as to form in all material respects with the published rules and regulations of the SEC with respect theretoindicated therein, have been prepared in accordance with GAAP (generally accepted accounting principles consistently followed throughout the periods indicated, except as that unaudited financial statements contained therein do not contain notes and may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) subject to normal audit adjustments and normal annual adjustments and fairly present in accordance with applicable requirements of GAAP (subject, in the case financial condition of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented dates thereof and, except as indicated therein. Gold Banc has no , reflects all claims against and all material liability or obligation debts and liabilities of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersthe Company and its consolidated Subsidiaries, accrued fixed or contingent, due or not yet dueas at and for the dates thereof; and the related statements of income, liquidated or unliquidated, or otherwise, except stockholders' equity and to changes in cash flows fairly present the extent disclosed or reflected results of the operations of the Company and its consolidated Subsidiaries and the changes in financial position for the period indicated. Since the date of the financial statements included in the Gold Banc SEC Documents. Since March 31Company's 14 last filed Quarterly Report on Form 10-Q, 1999 there has been no material adverse change event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the financial condition, properties, assets, liabilities, business or prospects of Gold BancDisclosure Materials.

SEC Documents. Gold Banc The Seller has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc all filings with the SEC since January 1that it has been required to make under the Securities Act of 1933, 1996 as amended (the "Gold Banc Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1996. The Seller has provided to the Purchaser a true, complete and correct copy of Seller's annual report on Form 10-K for the fiscal year ended December 31, 1996, together with all amendments thereto, and any and all filings with the SEC made by Seller (including all requested exhibits to such filings) since the filing of said Form 10-K (all such documents that have been filed with the SEC, as amended, are referred to as the "Seller SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, and except as amended, the Gold Banc Seller SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc Seller SEC Documents contained any untrue statement of a an material fact or omitted to state a material fact required to be stated therein herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Gold Banc the Seller and its Subsidiaries included in the Gold Banc Seller SEC Documents 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, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of the SECQ) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, normal recurring audit adjustments, none of which were material) the consolidated financial position of Gold Banc the Seller and its subsidiaries Subsidiaries as of their respective the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented thereinthen ended. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected Except as set forth in the financial statements included in the Gold Banc Seller SEC Documents. Since March , since December 31, 1999 1996, (i) there has have been no material adverse change changes in the business, operations or financial condition, properties, assets, liabilities, condition of each of the Seller and each of its Subsidiaries and (ii) the operations of each of the Seller and each of its Subsidiaries have been conducted in the ordinary course of business or prospects of Gold Bancexcept as previously disclosed in writing to the Purchaser.

SEC Documents. Gold Banc The Company has made available to the Company Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 28, 1996 1997 (as such documents have since the time of their filing been amended, the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, (i) the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and (ii) none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its subsidiaries for the fiscal year ended January 2, 2000, as audited by Deloitte & Touche LLP (such balance sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), and the unaudited financial statements of the Company and its subsidiaries for the fiscal quarters ended April 2, 2000 and July 2, 2000, including the balance sheet of the Company and its subsidiaries dated July 2, 2000 (the "Balance Sheet")) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its consolidated subsidiaries as of their respective at the dates thereof and the consolidated results of operations their operations, stockholders' equity and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared then ended in accordance with GAAP GAAP. As of July 2, 2000, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature, whether related to tax or non-tax matters, accrued or contingent, due or not yet dueaccrued, liquidated or unliquidated, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since July 2, 2000, except as and to the extent disclosed or reflected set forth in the financial statements included Company SEC Documents and except for liabilities or obligations incurred in the Gold Banc SEC Documents. Since March 31ordinary course of business consistent with past practice and of substantially the same character, 1999 there has been no material adverse change type and magnitude as incurred in the financial conditionpast, propertiesneither the Company nor any of its subsidiaries has incurred any liabilities of any nature, assetswhether or not accrued, liabilitiescontingent or otherwise, business that would have a Material Adverse Effect on the Company, or prospects would be required by GAAP to be reflected on a consolidated balance sheet of Gold Bancthe Company and its subsidiaries (including the notes thereto). All material agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. Gold Banc has made available DanDrit hereby makes reference to each annual, quarterly or current report or other document filed by DanDrit pursuant to the Company a true Securities Act of 1933 or the Securities and complete copy Exchange Act of 1934, each reportas amended, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1SEC, 1996 each of which has been duly posted on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇: (collectively, the "Gold Banc “SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date”). As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be, ”) and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any an untrue statement of a material fact or 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. The financial statements of Gold Banc DanDrit included in the Gold Banc SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with US GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the financial position of GAAP DanDrit as of the dates thereof and its statements of operations, stockholders’ equity (deficit) and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring adjustments, none of year-end audit adjustments which were material) not and are not expected to have a material adverse effect on DanDrit, its business, financial condition or results of operations). Except as and to the consolidated financial position extent set forth on the balance sheet of Gold Banc and its subsidiaries DanDrit as of their respective dates and December 31, 2015 included in the consolidated results of operations and SEC Documents, including the consolidated cash flows of Gold Banc for notes thereto (the periods presented therein. Gold Banc “Balance Sheet”), DanDrit has no material liability or obligation of a type which would any nature (whether accrued, absolute, contingent or otherwise and whether required to be included in reflected on a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersnot), accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected other than liabilities incurred in the financial statements included ordinary course of business since the date of such Balance Sheet that are not material individually or in the Gold Banc aggregate. DanDrit does not have pending before the SEC any request for confidential treatment of information, nor is there any outstanding unresolved comment by the Staff of the SEC on any of the SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc The Company has made available to the Company Gold Banc and Acquisition Subsidiary a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1, 1996 (the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects 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 Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance inaccordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present fairly, in all material respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries the Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and the Subsidiaries for the periods presented therein. Gold Banc Reserves for the Company's current and deferred federal and state income tax liabilities have been accrued in accordance with GAAP. Neither the Company nor either of the Subsidiaries has no any material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilitiesliabilities or business of the Company and the Subsidiaries, business or prospects of Gold Banctaken as a whole.

SEC Documents. Gold Banc The Company has made available to the Company furnished each Purchaser with a true and complete copy of each reportthe Company's Report on Form 8-K filed on January 27, schedule1998, registration statement as amended on January 29, 1998 and definitive proxy statement March 27, 1998, Report on Form 8-K filed by Gold Banc on January 28, 1998 as amended on January 29, 1998, Report on Form 8-K filed on March 3, 1998 and the Company's Form 10-KSB for the fiscal year ended December 31, 1997 (the "Disclosure Documents"). Except as disclosed in the Disclosure Documents, since December 31, 1997 the Company has not incurred any material liability except in the ordinary course of its business consistent with past practice and there has not been any change in the SEC since business, financial condition or results of operations of the Company which has had a material adverse effect on the Company. Since January 1, 1996 1997, the Company has filed with the Securities and Exchange Commission (the "Gold Banc SEC DocumentsSEC") which are all the documents (other than preliminary material) that Gold Banc was required to file with be filed pursuant to the SEC since such dateSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. As of their respective its dates, the Gold Banc SEC Disclosure Documents complied in all material respects 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 Gold Banc SEC Disclosure Documents, and none of the Gold Banc SEC Disclosure Documents contained did not contain any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc SEC Disclosure Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements are accurate, complete and have been prepared in accordance with GAAP the books and records of the Company and in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were audit adjustments that are not material) the consolidated financial position of Gold Banc and its subsidiaries the Company as of their respective at the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancthen ended.

SEC Documents. Gold Banc The Company has made available delivered to the Company a true and complete copy of AMRE each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 31, 1993, (including exhibits and any amendments thereto) filed by Gold Banc with the SEC since January 1(collectively, 1996 (the "Gold Banc SEC DocumentsCOMPANY REPORTS") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, (i) the Gold Banc SEC Documents Company Reports complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documentsthereunder, and none (ii) the Company Reports and any Private Placement Memorandums of the Gold Banc SEC Documents contained Company did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of Gold Banc the consolidated balance sheets of Company included in the Gold Banc SEC Documents complied as to form in all material respects with Company Reports (including the published rules related notes and regulations of the SEC with respect thereto, have schedules) has been prepared in accordance with GAAP (except as may be indicated in the notes thereto generally accepted accounting principles consistently applied, or, in the case of the unaudited statementsif unaudited, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable published accounting requirements of GAAP the SEC, and fairly presents the consolidated financial position of Company and the Company's Subsidiaries as of its date, and each of the consolidated statements of income, changes in stockholders' equity and cash flows of Company included the Company Reports (including any related notes and schedules, and together with the consolidated balance sheets of the Company, the "COMPANY FINANCIAL STATEMENTS") has been prepared in accordance with generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the SEC, and fairly presents the results of operations, changes in stockholders' equity or cash flows, as the case may be, of the Company and the Company's Subsidiaries for the periods set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments which would not cause a material adverse effect on the financial condition, recurring adjustmentsbusiness, none operations, liquidity, property, or assets of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates Company and the consolidated results Company Subsidiaries considered as a single enterprise). Neither the Company nor any of operations and the consolidated cash flows Company Subsidiaries has any material liabilities or obligations of Gold Banc for the periods presented therein. Gold Banc has no material liability any nature (whether accrued, absolute, contingent or obligation of a type which otherwise) that would be included in required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwisegenerally accepted accounting principles consistently applied, except and to the extent disclosed or reflected liabilities arising in the financial statements included in ordinary course of business since June 30, 1995 (the Gold Banc SEC Documents"BALANCE SHEET DATE"). Since The balance sheet of the Company for March 31, 1999 there 1995 and the related consolidated statements of income for the period ended March 31, 1995 are hereafter referred to as the "MARCH COMPANY FINANCIALS". All material agreements, contracts and other documents required to be filed as exhibits to any of the Company Reports have been so filed. The Company has been no material adverse change in timely filed all reports, registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. Any financial conditionstatements prepared for filing with the SEC by the Company subsequent to the date of the March Company Financials or the date hereof, propertiesincluding but not limited to its year ended March 31, assets, liabilities, business or prospects of Gold Banc.1996 audited financial statements (but only to the

SEC Documents. Gold Banc The Company has made available to the Company a true timely filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc other documents with the SEC since January 1October 31, 1996 (1993 and the "Gold Banc SEC Documents") which are Company has delivered or made available to Parent all the reports, schedules, forms, statements and other documents (other than preliminary material) that Gold Banc was required to file filed with the SEC since such datedate (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). As of their respective dates, the Gold Banc SEC Documents as they may have been amended complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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 misleadingmisleading (it being understood that the foregoing representation and warranty does not relate to any written information received from Parent or any of its subsidiaries specifically for inclusion in the SEC Documents). The consolidated financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, accurately reflect the books and records of the Company, have been A-7 13 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, none normal year-end audit adjustments and other adjustments described therein). All material contracts of which were material) the consolidated financial position of Gold Banc Company and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements had been included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in except for those contracts not required to be filed pursuant to the financial condition, properties, assets, liabilities, business or prospects rules and regulations of Gold Bancthe SEC.

SEC Documents. Gold Banc (i) The Buyer has furnished or made available to the Company Seller and the Partners a true correct and complete copy of the Form 10-KSB and Form 10-KSB/A for the year ended December 31, 2004 and each other report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Buyer with the SEC since January 1on or after the date of filing of the Form 10-KSB/A for the year ended December 31, 1996 (the "Gold Banc SEC Documents") 2004 which are all the documents (other than preliminary material) that Gold Banc the Buyer was required to file (or otherwise did file) with the SEC since such datein accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Form 10-KSB/A for the year ended December 31, 2004 (collectively, the "Buyer’s SEC Documents"). As of their respective filing dates, the Gold Banc Buyer's SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated by the SEC thereunder applicable to such Gold Banc SEC Documentsthereunder. (ii) As of their respective filing dates, and none of the Gold Banc Buyer's SEC Documents contained any untrue statement of a material fact or 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. . (iii) The financial statements (including the notes thereto) of Gold Banc the Buyer included in the Gold Banc SEC Documents Form 10-KSB/A for the year ended December 31, 2004 complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP during the periods involved (except as may be have been indicated in the notes thereto orthereto), are in accordance with the case books and records of the unaudited statementsBuyer, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Buyer as at the dates thereof and the results of its subsidiaries operations, stockholders' equity and cash flows for the period then ended. (iv) Since the date of filing of the Form 10-QSB, except as disclosed in Section 2.3(e)(iv) of the Buyer Disclosure Schedule or disclosed in the Buyer’s SEC Documents, no event has occurred as of their respective dates the date hereof which is required to be reported by the Buyer by filing a Current Report on Form 8-K under the Exchange Act. (v) The Buyer’s disclosure controls and procedures (as defined in sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable the Buyer to comply with, and the consolidated results appropriate officers of operations the Buyer to make all certifications required under, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancregulations promulgated thereunder.

SEC Documents. Gold Banc UNDISCLOSED LIABILITIES. The Company has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 the Company's registration statement on Form S-1 (the "Gold Banc Company S-1"), which became effective on November 20, 1997 (the "S-1 Effective Date"), and all required reports, schedules, forms, statements and other documents since the S-1 Effective Date (together with such Form S-1 registration statement, the "Company SEC Documents") which are all ). None of the documents (other than preliminary material) that Gold Banc was Company's subsidiaries is required to file with the SEC since such dateany report, form or other document. As of their respective dates, the Gold Banc Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc Company SEC Documents when filed contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present present, in accordance with applicable requirements all material respects, the consolidated financial position of GAAP the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments). Except as set forth in the Filed Company SEC Documents, recurring adjustmentsand except for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, none as of which were materialthe date of this Agreement, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the consolidated financial position of Gold Banc Company and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included notes thereto and which, individually or in the Gold Banc SEC Documents. Since March 31aggregate, 1999 there has been no would have a material adverse change in effect on the financial condition, properties, assets, liabilities, business or prospects of Gold BancCompany.

SEC Documents. Gold Banc has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since (a) Since January 1, 1996 2007, the Company has filed with, or furnished to, the Securities and Exchange Commission (the "Gold Banc “SEC”) all documents required to be filed or furnished by the Company under the Securities Act or the Exchange Act (the “Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date”). As of their respective dates, the Gold Banc Company 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 as of their respective dates and except as amended or supplemented prior to the rules and regulations of date hereof (or with respect to Company SEC Documents filed or furnished after the SEC thereunder applicable date hereof, except as amended or supplemented prior to such Gold Banc SEC Documentsthe Closing Date), and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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, except that no representation is made by the Company with respect to information supplied by Parent, Holdco, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. The audited consolidated financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form in all material respects with Company’s Annual Report on Form 10-K for the published rules twelve months ended December 31, 2007, and regulations the unaudited financial statements of the SEC with respect theretoCompany included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (collectively, the “Company Financial Statements”), have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP the Company and its Subsidiaries as at 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 statements, to normalnormal year-end audit adjustments and to any other adjustments set forth therein). (b) Since March 31, recurring adjustments2008, none neither the Company nor any of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Subsidiaries has no material incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities, obligations or contingencies which (i) are reflected in the Company Financial Statements or the notes thereto, (ii) were incurred in the ordinary course of business and consistent with past practices, (iii) would not reasonably be expected to have a type which would Material Adverse Effect on the Company, (iv) have been discharged or paid in full prior to the date hereof, or (v) are of a nature not required to be included in a reflected on the consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with U.S. GAAP whether consistently applied. (c) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related to tax or nonrules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and ▇▇▇▇▇ Act”) with respect to the extent disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31For purposes of the preceding sentence, 1999 there “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) The Company and its Subsidiaries have designed internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company has been no designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material adverse change information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial condition, properties, assets, liabilities, business or prospects officer of Gold Bancthe Company required under the Exchange Act with respect to such reports.

SEC Documents. Gold Banc (a) The Company has made available filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company a true and complete copy or any of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc its Subsidiaries with the SEC since January 1December 31, 1996 1997 (collectively, the "Gold Banc COMPANY SEC DocumentsREPORTS") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Gold Banc Exchange Act, and as of their respective effective dates, as to Company SEC Documents complied Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such Gold Banc SEC Documentsthose not yet filed, and none of the Gold Banc SEC Documents contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements . (b) Each of Gold Banc the consolidated balance sheets included in or incorporated by reference into the Gold Banc Company SEC Documents complied as to form Reports (including the related notes and schedules) presents fairly, in all material respects with respects, the published rules and regulations consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, shareholders' equity and cash flows of the Company included in or incorporated by reference into the Company SEC with respect thereto, have been prepared in accordance with GAAP Reports (except as may be indicated in the including any related notes thereto orand schedules) presents fairly, in all material respects, the results of operations and cash flows, as the case may be, of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of Company and its Subsidiaries for the SEC) and fairly present in accordance with applicable requirements of GAAP periods set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for in each case in accordance with GAAP consistently applied during the periods presented involved, except as may be noted therein. Gold Banc . (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has no material liability any liabilities or obligation obligations of a type which any nature (whether accrued, absolute, contingent or otherwise) that would be included in required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwiseconsistently applied, except and to the extent disclosed for (i) liabilities or obligations that were so reserved on, or reflected in (including the financial statements included notes to), the consolidated balance sheet of the Company as of June 30, 2000, (ii) liabilities or obligations arising in the Gold Banc SEC Documents. Since March 31ordinary course of business (including trade indebtedness) from June 30, 1999 there has been no material adverse change 2000 to the date hereof and (iii) liabilities incurred after the date hereof that are permitted by Section 5.1 hereof and (iv) other liabilities or obligations which would not, individually or in the financial conditionaggregate, properties, assets, liabilities, business or prospects of Gold Banccause a Company Material Adverse Effect.

SEC Documents. Gold Banc has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents"a) which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except as may have been corrected in a subsequent SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The Company has provided the Investor with its audited financial statements (the "AUDITED FINANCIAL STATEMENTS") for the fiscal year ended December 27, 1997 (the "BALANCE SHEET DATE") and its unaudited financial statements as of March 28, 1998. Since December 28, 1997, the Company has duly filed with the SEC all registration statements, reports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended, and the 1933 Act. The audited and unaudited consolidated financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as filed prior to form the date hereof fairly present, in all material respects conformity with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its consolidated subsidiaries as of their respective dates at the date thereof and the consolidated results of their operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc then ended (subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements and the unaudited financial statements as of March 28, 1998 (including the notes thereto), the Company has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP liabilities (whether related to tax or non-tax matters, accrued or contingent, due or not yet dueunaccrued, liquidated or unliquidated, secured or otherwiseunsecured, except and joint or several, due or to the extent disclosed become due, vested or reflected unvested, executory, determined or determinable) other than: (i) liabilities incurred in the financial statements included ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, (ii) liabilities with respect to agreements to which the Investor is a party, and (iii) other liabilities that either individually, or in the Gold Banc SEC Documents. Since March 31aggregate, 1999 there has been no material adverse change would not result in the financial condition, properties, assets, liabilities, business or prospects of Gold Banca Material Adverse Effect.

SEC Documents. Gold Banc (a) Parent has made available timely filed or furnished all registration statements, prospectuses, forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed or furnished by Gold Banc it with the SEC since January 1, 1996 2016 (the "Gold Banc “Parent SEC Documents"Reports”). The Parent SEC Reports (after giving effect to all amendments thereto) which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the all applicable rules and regulations thereunder. As of the SEC thereunder applicable to such Gold Banc SEC Documentstheir respective filing dates, and none of the Gold Banc Parent SEC Documents Reports contained on their filing dates any untrue statement of a material fact or 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, except to the extent corrected by a subsequently filed Parent SEC Report. The As of the date hereof, Parent is eligible to file a Form S-3 Registration Statement. (b) Except as set forth in any Parent SEC Report, the financial statements of Gold Banc Parent, including the notes thereto, included in the Gold Banc Parent SEC Documents Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with GAAP (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by Rule under Form 10-01 of Regulation S-X of Q under the SECExchange Act) and fairly present presented in accordance with applicable requirements all material respects the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subjectsubject to, in the case of the unaudited statements, to normal, normal and recurring year-end audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents). Since March December 31, 1999 2016, there has been no material adverse change in Parent’s accounting policies except as described in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancnotes to the Parent Financial Statements.

SEC Documents. Gold Banc has made available The Seller hereby makes reference to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement documents filed by Gold Banc with the SEC since January 1, 1996 United States Securities and Exchange Commission (the "Gold Banc “SEC”), as posted on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇: (collectively, the “SEC Documents"”) which are under the Company’s name. The SEC Documents constitute all of the documents (other than preliminary material) and reports that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of pursuant to the Securities Act or of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act, as the case may be”), and the rules and regulations of promulgated thereunder by the SEC thereunder applicable to such Gold Banc SEC Documents, and none of SEC. All the Gold Banc SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc Company Existing Financial Statements included in the Gold Banc SEC Documents complied as to form in all material respects Company’s annual and quarterly reports filed with the published rules and regulations of SEC (all such statements being referred to collectively as the SEC “Company Existing Financial Statements”), together with respect the notes thereto, have been prepared in accordance with GAAP (except as may be indicated in U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. These Company Existing Financial Statements present fairly the notes thereto or, in the case financial position of the unaudited statements, Company as permitted by Rule 10-01 of Regulation S-X of the SEC) dates and fairly present for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with applicable requirements of GAAP good business practices. (subject, in b) Since the case date of the unaudited statementslatest Company Existing Financial Statements (the “Most Recent Date”), to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, propertiesfinancial or otherwise, net worth, prospects or results of operations of the Company. Without limiting the foregoing, since the Most Recent Date: (i) the Company has not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the ordinary course of business; (ii) the Company has not entered into any agreement, Contract, commitment, lease or license (or series of related agreements, Contracts, commitments, leases and licenses); (iii) no party (including the Company) has accelerated, terminated, modified or canceled any agreement, Contract, lease or license (or series of related agreements, Contracts, leases and licenses) to which the Company is a party or by which the Company or its assets are bound; (iv) the Company has not made any capital expenditure (or series of related capital expenditures) of whatever nature; (v) the Company has not made any capital investments in, any loans to, or any acquisitions of the securities or assets of any other person (or a series of related capital investments, loans and acquisitions); (vi) declared or paid any dividends or made any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; (vii) redeemed or otherwise acquired any shares of its capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto; (viii) except as disclosed on Schedule C, the Company has not issued any notes, bonds or other debt securities, or created, incurred, assumed or guaranteed any liabilities, business obligations or prospects indebtedness for borrowed money or capitalized lease obligation; (ix) the Company has not canceled, compromised, waived or released any right or claim (or series of Gold Bancrelated rights and claims) or material indebtedness; (x) except as disclosed on Schedule C, the Company has not made any loans to, or entered into any other transactions with, any of its directors, officers, or employees; and (xi) the Company has not committed to do any of the foregoing.

SEC Documents. Gold Banc (i) The Company has made available to the Company Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 31, 1996 and prior to or on the date of this Agreement (the "Gold Banc Company SEC Documents") ), which are --------------------- all the documents (other than preliminary materialmaterials) that Gold Banc the Company was required to file with the SEC since such datebetween December 31, 1996 and the date of this Agreement. As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained when filed any untrue statement of a material fact or 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. . (ii) The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and its consolidated Subsidiaries for the periods presented therein. Gold Banc has . (iii) Except as disclosed in the Company SEC Documents, there are no material liability agreements, arrangements or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax understandings between the Company and any party who is or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and was at any time prior to the extent date hereof but after December 31, 1996 an Affiliate of the Company that are required to be disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc The Company has made available filed all forms, reports and ------------- documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc with it under the SEC since January 1Exchange Act, 1996 including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing reports being collectively referred to herein as the "Gold Banc SEC --- Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since on a timely basis, or has received a valid extension of such datetime of --------- filing. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents Documents, when filed, contained any untrue statement of a material fact or 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. The financial audited and unaudited consolidated balance sheets of the Company and its Subsidiaries contained in the SEC Documents, and the related consolidated statements of Gold Banc included income, changes in stockholders' equity and changes in cash flows for the Gold Banc SEC Documents complied periods then ended, including the footnotes thereto, except as to form in all material respects with the published rules and regulations of the SEC with respect theretoindicated therein, have been prepared in accordance with GAAP (generally accepted accounting principles consistently followed throughout the periods indicated, except as that unaudited financial statements contained therein do not contain notes and may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) subject to normal audit adjustments and normal annual adjustments and fairly present in accordance with applicable requirements of GAAP (subject, in the case financial condition of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented dates thereof and, except as indicated therein. Gold Banc has no , reflects all claims against and all material liability or obligation debts and liabilities of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersthe Company and its consolidated Subsidiaries, accrued fixed or contingent, due or not yet dueas at and for the dates thereof; and the related statements of income, liquidated or unliquidated, or otherwise, except stockholders' equity and to changes in cash flows fairly present the extent disclosed or reflected results of the operations of the Company and its consolidated Subsidiaries and the changes in financial position for the period indicated. Since the date of the financial statements included in the Gold Banc SEC Documents. Since March 31Company's last filed Quarterly Report on Form 10-Q, 1999 there has been no material adverse change event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the financial condition, properties, assets, liabilities, business or prospects of Gold BancDisclosure Materials.

SEC Documents. Gold Banc Financial Statements; No Adverse Change. The Company has made available filed all reports required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc with it under the SEC since January 1Securities Exchange Act of 1934, 1996 as amended (the "Gold Banc Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "Disclosure Materials") which are all on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary material) that Gold Banc was required to file with the SEC since expiration of any such dateextension. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC DocumentsCommission promulgated thereunder, and none of the Gold Banc SEC Documents Documents, when filed, contained any untrue statement of a material fact or 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. All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements 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 otherwise specified in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal, recurring normal year end audit adjustments, none . Since the date of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March last filed Annual Report on Form 10-K for the year ended December 31, 1999 1998 for the Company, there has been no material adverse change event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Buyer by the Company. The Company last filed audited financial statements with the Commission in connection with its 1998 Form 10-K, and has not received any comments from the financial condition, properties, assets, liabilities, business or prospects of Gold BancCommission in respect thereof.

SEC Documents. Gold Banc (a) The Company has made available furnished to Purchaser copies of the Company's Annual Report on Form 10-KSB for the year ended June 30, 1996, the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997, and the Company's Proxy Statement for the Annual Meeting of the Shareholders dated May 23, 1997 (collectively, the "SEC Documents"). Each of the SEC Documents, as of the respective date thereof, did not, and each of the registration statements, reports, and proxy statements filed by the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1after the date thereof and prior to the Closing will not, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements as of the Securities Act or the Exchange Actdate thereof, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Company is not a party to any material contract, agreement, or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The SEC Documents include the Company's audited financial statements (the "Audited Financial Statements") for the year ended June 30, 1996 and its unaudited financial statements as of and for the nine-month period ended March 31, 1997 (the "Balance Sheet Date"). Since the Balance Sheet Date, the Company has duly filed with the SEC all registration statements, reports, and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"). The audited and unaudited financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as filed prior to form the date hereof fairly present, in all material respects conformity with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto orthereto), the financial position of the Company as at the date thereof and the results of their operations and cash flows for the periods then ended (subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, extent reflected or reserved against in the case of the Company's unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc statements for the periods presented therein. Gold Banc nine-month period ending March 31, 1997 (including the notes thereto), the Company has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP liabilities (whether related to tax or non-tax matters, accrued or contingent, due or not yet dueunaccrued, liquidated or unliquidated, secured or otherwiseunsecured, except and joint or several, due or to the extent disclosed become due, vested or reflected unvested, executory, determined or 5 determinable) other than: (i) liabilities incurred in the financial statements included ordinary course of business since the Balance Sheet Date, and (ii) liabilities with respect to agreements listed in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold BancSchedule 3.14(c).

SEC Documents. Gold Banc (a) The Company has made available to the Company Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 31, 1996 1995 (the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary materialmaterials) that Gold Banc the Company was required to file with the SEC since such dateDecember 31, 1995. As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents contained as of their respective dates any untrue statement of a material fact or 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. . (b) The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for applied on a consistent basis during the periods presented therein. Gold Banc has presented. (c) Except as disclosed in the Company SEC Documents, there are no material liability agreements, arrangements or obligation understandings between the Company and any Person who is or was at any time prior to the date hereof an Affiliate of a type which the Company that are required to be disclosed in the Company SEC Documents filed after August 5, 1997 or would be included required to be disclosed in a balance sheet prepared in accordance subsequent documents filed by the Company with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold BancSEC.

SEC Documents. Gold Banc The Company has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement other documents (including exhibits and definitive proxy statement filed by Gold Banc all other information incorporated therein) with the SEC since January 1, 1996 1998 (collectively, the "Gold Banc COMPANY SEC DocumentsDOCUMENTS") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents when filed contained any untrue statement of a material fact or 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as to form form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect theretoAccounting Rules, 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in accordance with applicable requirements all material respects the consolidated financial position of GAAP the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates year-end audit adjustments and the consolidated results absence of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancfootnotes if applicable).

SEC Documents. Gold Banc Financial Statements; No Undisclosed Liabilities. The Company has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc other documents with the SEC since January October 1, 1996 (the "Gold Banc Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc Company SEC Documents, and none of the Gold Banc Company SEC Documents when filed contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as of their respective dates comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries year-end audit adjustments not material in amount). Except as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements of the Company included in the Gold Banc Company Filed SEC Documents. Since March 31, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto other than any liabilities and obligations incurred since September 30, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, ordinary course of business or prospects of Gold Bancwhich, individually or in the aggregate, are not expected to have a Company Material Adverse Effect.

SEC Documents. Gold Banc (i) The Company has made available to the Company Parent a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by Gold Banc the Company with the Securities and Exchange Commission (the "SEC") (the "Company SEC Documents"). The Company SEC Documents, including all forms, reports and documents filed by the Company with the SEC since January 1after the date hereof and prior to the Effective Time, 1996 (i) were and, in the "Gold Banc case of the Company SEC Documents") which are all Documents filed after the documents (other than preliminary material) that Gold Banc was required to file date hereof, will be, prepared in accordance with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company after the date of this Agreement, will not as of the SEC thereunder applicable to such Gold Banc SEC Documentstime they are filed, and none of the Gold Banc SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were and will be made, not misleading. The Except as set forth in Schedule 3.1(d) of the Company Disclosure Letter, none of the Subsidiaries of the Company is required to file any forms, reports, schedules, statements or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (ii) Each of the consolidated financial statements of Gold Banc included contained in the Gold Banc Company SEC Documents (including in each case all notes and schedules thereto), including any Company SEC Documents filed after the date of this Agreement, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was or will be prepared in accordance with GAAP accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented or will fairly present in accordance with applicable requirements of GAAP (subject, in all material respects the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc the Company and its consolidated Subsidiaries for the periods presented therein, except that any unaudited interim financial statements do not include all of the information and notes required by GAAP for complete financial statements and are subject to normal and recurring year-end adjustments. (iii) The chief executive officer and chief financial officer of the Company have made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and statements contained in such certificates are complete and correct, and the Company is otherwise in material compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (iv) The Company has disclosed, based on its most recent evaluation, to the Company's auditors and the audit committee of the Board of Directors of the Company (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report its consolidated financial information and; (ii) any fraud known to management, whether or not material that involved management or other employees who have a significant role in the Company's internal controls over financial reporting. Gold Banc As of the date hereof, the Company has no material liability not received any complaint or obligation of a type which would be included allegation in a balance sheet prepared in accordance with GAAP whether related to tax writing since January 1, 2005, regarding accounting, internal accounting controls, or non-tax auditing matters, accrued including any such complaint regarding improper accounting or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except auditing matters. The Company and its consolidated Subsidiaries have established and maintain disclosure controls and procedures as defined in Rule13a-15(e) under the Exchange Act; such disclosures controls and procedures are reasonably designed to ensure that material information relating to the extent disclosed or reflected Company and its consolidated Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's and its consolidated Subsidiaries' filings with the SEC and other public disclosure documents; and, as of the date hereof, to the knowledge of the Company the Company has not identified any material weaknesses in the design or operation of internal control over financial statements included in reporting. As of the Gold Banc SEC Documents. Since March 31date of this Agreement, 1999 to the knowledge of the Company, there has been is no material adverse change in reason to believe that its chief executive officer and chief financial officer will not be able to give the financial condition, properties, assets, liabilities, business or prospects certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 302 of Gold Bancthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due.

SEC Documents. Gold Banc Subject Company Financial Statements. (i) FNF has made available filed all reports, schedules, forms, statements and other documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc with the SEC since January 1, 1996 2004 (the "Gold Banc FNF SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc FNF SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc FNF SEC Documents, and none of the Gold Banc FNF SEC Documents as of such dates contained any untrue statement of a material fact or 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. The financial Except to the extent that information contained in any FNF SEC Document has been revised or superseded by a later Filed FNF SEC Document (as defined in Section 3.1(d)), none of the FNF 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. (ii) FNF has delivered or made available to FNT copies (which copies are complete and correct) of (A) the unaudited combined balance sheets and related statements of Gold Banc included in income of Fidelity National Insurance Company, Fidelity National Insurance Services, Inc. and National Alliance Marketing Group, Inc. and their respective consolidated subsidiaries (collectively, the Gold Banc SEC Documents complied "Specialty Insurance Companies") for the 2004 and 2005 fiscal years and as to form in all material respects of March 31, 2006 and for the three months then ended (the "Specialty Insurance Company Financial Statements"), and (B) the unaudited consolidated balance sheet of FNF and its subsidiaries other than FNT, FIS and the Specialty Insurance Companies (such subsidiaries, the "Non-Specialty Insurance Companies") as of April 30, 2006 (the "Non-Specialty Insurance Company Balance Sheet" and, collectively with the published rules and regulations Specialty Insurance Company Financial Statements, the "Subject Company Financial Statements"). Except as set forth on Section 3.1(i)(ii) of the SEC with respect theretoDisclosure Schedule, have been the Specialty Insurance Company Financial Statements were prepared in accordance with GAAP (except as may be indicated applied on a consistent basis and present fairly in all material respects the notes thereto orfinancial condition at their respective dates and results of operations of the Specialty Insurance Companies on a combined basis for the periods then ended, subject to the absence of cash flow statements and footnotes and, in the case of the unaudited statementsinterim financial statements contained therein, to normal year-end adjustments. Except as permitted by Rule 10-01 of Regulation S-X set forth on Section 3.1(i)(ii) of the SEC) and fairly present Disclosure Schedule, the Non-Specialty Insurance Company Balance Sheet was prepared in accordance with applicable requirements GAAP applied on a consistent basis and presents fairly in all material respects the financial condition at April 30, 2006 of FNF and the Non-Specialty Insurance Companies on a consolidated basis, subject to the absence of cash flow statements and footnotes and to normal year-end adjustments. Except as set forth in the Subject Company Financial Statements or in Section 3.1(i)(ii) of the Disclosure Schedule, no Subject Company or any of its subsidiaries has any material Liabilities that would be required by GAAP to be set forth on a consolidated balance sheet of such Subject Company and its consolidated subsidiaries, other than Liabilities incurred after December 31, 2005 in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, reasonably be expected to have, with respect to such Subject Company and its subsidiaries, a Subject Company Material Adverse Effect. (subjectiii) The Annual Statement for the year ended December 31, 2005, together with all exhibits and schedules thereto, and any actuarial opinion, affirmation or certification filed in connection therewith, and any Quarterly Statements for periods ended after January 1, 2006, together with all exhibits and schedules thereto, with respect to each Subject Company or Subject Company Subsidiary that is a regulated insurance company (an "FNF Insurance Company"), in each case as filed with the case of the unaudited statementsapplicable Insurance Regulator (as hereinafter defined) in such FNF Insurance Company's domiciliary state, were prepared in conformity with SAP and present fairly in all material respects, to normalthe extent required by and in conformity with SAP, recurring adjustments, none the statutory financial condition of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of such FNF Insurance Company at their respective dates and the consolidated results of operations, changes in capital and surplus and cash flow of such FNF Insurance Company for each of the periods then ended. No deficiencies or violations material to the financial condition or operations of any FNF Insurance Company have been asserted in writing by any Insurance Regulator since January 1, 2004 which have not been cured or otherwise resolved to the satisfaction of such Insurance Regulator. Except as set forth in Section 3.1(i)(iii) of the Disclosure Schedule or in such Annual Statement for such FNF Insurance Company, no FNF Insurance Company has any material Liabilities that would be required by SAP to be set forth on a consolidated balance sheet of such FNF Insurance Company and its consolidated subsidiaries or in the notes thereto, other than Liabilities incurred after December 31, 2005 in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, reasonably be expected to have a Subject Company Material Adverse Effect. (iv) The audited unconsolidated balance sheets of FNF and the consolidated related audited unconsolidated statements of earnings, retained earnings and cash flows as of Gold Banc and for the periods presented years ended December 31, 2004 and 2005 (collectively, the "Unconsolidated FNF Financial Statements") filed as Schedule II to the consolidated financial statements of FNF filed with FNF's annual report on Form 10-K for the year ended December 31, 2005, when considered in relation to such consolidated FNF financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. Gold Banc Except as set forth in Section 3.1(i)(iv) of the Disclosure Schedule or in the Unconsolidated FNF Financial Statements, FNF has no material liability or obligation of a type which Liabilities that would be included in a required by GAAP to be set forth on an unconsolidated balance sheet prepared of FNF or in accordance the notes thereto, other than Liabilities incurred (a) after December 31, 2005 in the ordinary course of business consistent with GAAP whether related past practice that would not, individually or in the aggregate, reasonably be expected to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidatedhave an FNF Material Adverse Effect, or otherwise, except (b) in connection with this Agreement and to the extent disclosed or reflected FIS Merger. (v) Except as set forth in the financial statements included Subject Company Financial Statements, the Annual Statement for each FNF Insurance Company and the Unconsolidated FNF Financial Statements, FNF, the Subject Companies and Subject Company Subsidiaries do not have any Liabilities that, individually or in the Gold Banc SEC Documents. Since March 31aggregate, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancwould reasonably be expected to have an FNF Material Adverse Effect.

SEC Documents. Gold Banc has made available to None of the filings of the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January July 1, 1996 (the "Gold Banc SEC DocumentsDOCUMENTS") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective datescontained, the Gold Banc SEC Documents complied in all material respects with the requirements as of the Securities Act or the Exchange Acttime they were filed, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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. The Company has since July 1, 1996 timely filed all requisite forms, reports and exhibits thereto with the SEC. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. Prior to the date hereof, the Company has corrected all statements in the SEC Documents which have required correction and has filed all necessary amendments to the SEC Documents, in each case as required by applicable law. The Company has registered its Common Stock pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), and the Common Stock is listed and currently trades on the NASDAQ SmallCap Market. The Company is not in violation of the applicable listing agreement between the Company and any securities exchange or market on which the Company's securities are listed. The Company has timely filed all materials required to be filed pursuant to all reporting obligations under either Section 13(a) or 15(d) of the Exchange Act for at least twelve (12) months immediately preceding the date hereof, and has received no notice, either oral or written, with respect to the continued eligibility for such listing. The Company has timely made all filings required under the Exchange Act during the twelve month period preceding the date hereof and is eligible to use Form S-3 to register the Shares. As of their respective dates, the financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP 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 statements, to normal, recurring normal year-end audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein). Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and Prior to the extent disclosed or reflected date hereof, the Company has corrected all statements in the financial statements included in SEC Documents which have required correction and has filed all necessary amendments to the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banceach case as required by applicable law.

SEC Documents. Gold Banc Buyer has made available filed all Buyer SEC Documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc with Buyer before the SEC since January 1, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such datedate of this Agreement. As of their respective dates, the Gold Banc Buyer 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 the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc Buyer SEC Documents, and none of the Gold Banc Buyer SEC Documents contained any untrue statement of a material fact or 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. Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement, as of the date of this Agreement, none of the Buyer 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. The financial statements of Gold Banc Buyer included in the Gold Banc Buyer SEC Documents complied as of their respective dates of filing with the SEC as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, have been prepared in accordance with GAAP (except as may be indicated set forth in the notes thereto or, in the case SECTION 3.9 of the unaudited statementsBuyer Disclosure Schedule, there are no material contracts that Buyer expects to file as permitted by Rule exhibits to its Annual Report on Form 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc K for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersyear ended September 30, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc2000.

SEC Documents. Gold Banc Concentra has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc Concentra Operating with the SEC since January 1, 1996 2000 and prior to or on the date of this Agreement (the "Gold Banc Concentra --------- SEC Documents") ), which are all the documents (other than preliminary material) ------------- that Gold Banc was Concentra or its Subsidiaries were required to file with the SEC since such datebetween January 1, 2000 and the date of this Agreement. As of their respective dates, the Gold Banc Concentra SEC Documents complied in all material respects 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 Gold Banc Concentra SEC Documents, and none of the Gold Banc Concentra SEC Documents contained any untrue statement of a material fact or 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. None of Concentra or its Subsidiaries has any outstanding and unresolved comments from the SEC with respect to any of the Concentra SEC Documents. The consolidated financial statements of Gold Banc Concentra Operating included in the Gold Banc Concentra SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc Concentra Operating and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc Concentra Operating and its consolidated Subsidiaries for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc has made available Financial Statements. The Common Stock is registered pursuant to Section 12 of the Exchange Act and the Company a has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Exchange Act (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the ("SEC Documents"). The Company is current with its filing obligations under the Exchange Act. The Company represents and warrants that true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1Documents are available on the SEC's website (www.sec.gov). If the Investor is unable to obtain any of su▇▇ ▇▇▇ ▇▇▇▇ments from such website at no charge, 1996 (as result of such website not being available or any other reason beyond the "Gold Banc Investor's control, then, upon request from the Investor, the Company shall deliver to the Investor true and complete copies of such SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations (except for any statements which were subsequently amended or omitted material facts which were subsequently stated) none of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of at the Gold Banc SEC Documents time they were filed with the SEC, contained any untrue statement of a material fact or 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. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable Law (except as such statements have been amended or updated in subsequent filings before the date hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the financial statements of Gold Banc the Company included in the Gold Banc SEC Documents ("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, . All of the Financial Statements have been prepared in accordance with GAAP GAAP, consistently applied, during the periods involved (except except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto or, thereto; or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SEC) extent they may exclude footnotes or may be condensed or summary statements), and fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc).

SEC Documents. Gold Banc The Company has made available to furnished the Company Purchaser with a true and complete copy of each reportthe Company's Report on Form 8-K filed on January 27, schedule1998, registration statement as amended on January 29, 1998 and definitive proxy statement March 27, 1998, Report on Form 8-K filed by Gold Banc on January 28, 1998 as amended on January 29, 1998, Report on Form 8-K filed on March 18, 1998, Report on Form 8-K filed on May 1, 1998, Report on Form 8-K filed on August 5, 1998, the Company's Form 10-KSB for the fiscal year ended December 31, 1997, Form 10-QSB for the quarterly period ended March 31, 1998, Form 10-QSB for the quarterly period ended June 30, 1998, and the Registration Statement on Form SB-2 (No. 333-60761) (the "Disclosure Documents"). Except as disclosed in the Disclosure Documents, since December 31, 1997 the Company has not incurred any material liability except in the ordinary course of its business consistent with past practice and there has not been any change in the SEC since business, financial condition or results of operations of the Company which has had a material adverse effect on the Company. Since January 1, 1996 1997, the Company has filed with the Securities and Exchange Commission (the "Gold Banc SEC DocumentsSEC") which are all the documents (other than preliminary material) that Gold Banc was required to file with be filed pursuant to the SEC since such dateSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. As of their respective filing dates, the Gold Banc SEC Disclosure Documents complied in all material respects 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 Gold Banc SEC Disclosure Documents, and none of the Gold Banc SEC Disclosure Documents contained did not contain any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc SEC Disclosure Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements are accurate, complete and have been prepared in accordance with GAAP the books and records of the Company and in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were audit adjustments that are not material) the consolidated financial position of Gold Banc and its subsidiaries the Company as of their respective at the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancthen ended.

SEC Documents. Gold Banc (a) Borrower has made available furnished to the Company a true Lender prior to the date hereof copies of its fiscal 1997 Form 10-KSB filed with the Securities and complete copy of each reportExchange Commission on October 1, schedule1997 and all registration statements, registration statement reports and definitive proxy statement statements filed by Gold Banc Borrower with the SEC since January 1Commission thereafter (such Form 10-KSB, 1996 (and such other registration statements, reports and proxy statements, are collectively referred to herein as the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations Each of the SEC thereunder applicable to such Gold Banc SEC Documents, and none as of the Gold Banc SEC Documents contained respective date thereof, does not, and each of the registration statements, reports and proxy statements filed by Borrower with the Commission after the date hereof and prior to the Closing will not, as of the date thereof, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Borrower is not a party to any material contract, agreement or other arrangement required to be filed as an exhibit to the SEC Documents that is not so filed. (b) Borrower has provided the Lender with its audited financial statements (the "Audited Financial Statements") for the fiscal year ended June 30, 1997 and its unaudited financial statements (the "Unaudited Financial Statements") for the nine months ended March 31, 1998 (the "Balance Sheet Date"). Since March 31, 1997, Borrower has duly filed with the Commission all registration statements, reports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933 (the "Securities Act"). The audited and unaudited consolidated financial statements of Gold Banc Borrower included in the Gold Banc SEC Documents complied as filed prior to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto ordate hereof fairly present, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECconformity with generally accepted accounting principles ("GAAP") and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) applied on a consistent basis the consolidated financial position of Gold Banc Borrower and its consolidated subsidiaries as of their respective dates at the date thereof and the consolidated results of their operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc then ended, provided, however, that the unaudited financial statements are subject to normal year end audit adjustments and may not include all footnote disclosures required under GAAP and may be condensed or summary statements. (c) Except as and to the extent reflected or reserved against in Borrower's Audited Financial Statements (including the notes thereto) or the Unaudited Financial Statements, to the best knowledge of Borrower, Borrower has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP liabilities (whether related to tax or non-tax matters, accrued or contingent, due or not yet dueunaccrued, liquidated or unliquidated, secured or otherwiseunsecured, except and joint or several, due or to the extent disclosed become due, vested or reflected unvested, executory, determined or determinable) other than: (i) liabilities incurred in the financial statements included ordinary course of business since the Balance Sheet Date that are consistent with Borrower's past practices, (ii) liabilities with respect to agreements to which the Lender is a party, and (iii) other liabilities that either individually or in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change aggregate would not result in the financial condition, properties, assets, liabilities, business or prospects of Gold Banca Material Adverse Effect.

SEC Documents. Gold Banc (a) The Company has made available filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1December 31, 1996 2006 (collectively, the "Gold Banc “Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such dateReports”). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Gold Banc Exchange Act, and as of their respective effective dates, as to Company SEC Documents Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such Gold Banc SEC Documentsthose not yet filed, and none of the Gold Banc SEC Documents contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements No Subsidiary of Gold Banc the Company is required to make any filing with the SEC. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Gold Banc Company SEC Documents complied as to form Reports (including the related notes and schedules) fairly presents, in all material respects with respects, the published rules and regulations consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC with respect thereto, have been prepared in accordance with GAAP Reports (except as may be indicated in the including any related notes thereto orand schedules) fairly presents, in all material respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of Company and its Subsidiaries for the SEC) and fairly present in accordance with applicable requirements of GAAP periods set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for in each case in accordance with GAAP consistently applied during the periods presented therein. Gold Banc involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has no material liability any liabilities or obligation obligations of a type which any nature (whether accrued, absolute, contingent or otherwise) that would be included in required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwiseconsistently applied, except and to the extent disclosed for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and prior to the date hereof, (iii) liabilities incurred on or after the date hereof that are permitted by Section 5.1 and (iv) other liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The financial records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements included for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the Audit Committee (A) any significant deficiencies in the Gold Banc SEC Documents. Since March 31design or operation of Internal Controls which could adversely affect its ability to record, 1999 there has been no process, summarize and report financial data and have disclosed to its auditors any material adverse change weaknesses in the financial conditioninternal controls and (B) any fraud, propertieswhether or not material, assets, liabilities, business that involves management or prospects of Gold Bancother employees who have a significant role in its Internal Controls.

SEC Documents. Gold Banc has (i) The Company is current with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of the Company’s filings made available pursuant to the Exchange Act (collectively, the “Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents"”) which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained contains any untrue statement of a material fact or 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. The financial statements Company SEC Documents, as of Gold Banc included in the Gold Banc SEC Documents their respective dates, complied as to form in all material respects with the published requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and are available on the Commission’s ▇▇▇▇▇ system. (ii) The Company SEC Documents include the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2007 and 2006 (collectively, the “Financial Statements”), including, in each case, a balance sheet and the related statements of income, stockholders’ equity and cash flows for the period then ended, together with respect theretothe related notes. The Financial Statements are in accordance with all books, records and accounts of the Company, are true, correct and complete and have been prepared in accordance with GAAP (except as may be indicated in GAAP, consistently applied. The Financial Statements present fairly the notes thereto or, in the case financial position of the unaudited statementsCompany at the respective balance sheet dates, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case results of the unaudited statementsCompany’s operations, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc changes in stockholders’ equity and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no covered. (iii) At the close of business on March 31, 2008, the Company did not have any material liability liabilities, absolute or obligation contingent, of a the type which would required to be included in a reflected on balance sheet sheets prepared in accordance with GAAP which are not fully reflected, reserved against or disclosed on the March 31, 2008 balance sheet. The Company has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations of any person or entity, except endorsements made in the ordinary course of business in connection with the deposit of items for collection. The Company does not have any debts, contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of any kind, character or description, whether related to tax or non-tax mattersaccrued, accrued or contingentabsolute, due or not yet due, liquidated or unliquidated, contingent or otherwise, except or due or to become due, and to the extent disclosed not heretofore paid or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancdischarged.

SEC Documents. Gold Banc (a) The Company has filed with the SEC, and has heretofore made available to Parent (by public filing with the Company a SEC or otherwise) true and complete copy of each reportcopies of, scheduleall reports, registration statement schedules, forms, statements and definitive proxy statement other documents required to be filed by Gold Banc with the SEC by the Company since January 1December 31, 1996 2001 (collectively, the "Gold Banc “Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with ”). The Company does not have any outstanding and unresolved comments from the SEC since such datewith respect to any of the Company SEC Documents. None of the Company SEC Documents is the subject of any confidential treatment request by the Company. (b) As of their its respective datesdate, the Gold Banc each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the “Securities Act”), as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc Company SEC DocumentsDocument. Except to the extent that information contained in any Company SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Company SEC Document, and which later filed Company SEC Document was filed prior to the date of this Agreement, none of the Gold Banc Company SEC Documents at the time of filing contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as and to the extent may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the financial position of GAAP the Company and the Company Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments). (c) The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, recurring adjustmentsincluding its consolidated subsidiaries, none is made known to the management of which were materialthe Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates Exchange Act), to the Company’s outside auditors and the consolidated results audit committee of operations the Company Board (A) all significant deficiencies and material weaknesses in the consolidated cash flows design or operation of Gold Banc for internal control over financial reporting which are reasonably likely to adversely affect the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP Company's ability to record, process, summarize and report financial information and (B) any fraud, whether related to tax or non-tax matters, accrued or contingent, due or not yet duematerial, liquidated that involves management or unliquidated, or otherwise, except and to the extent disclosed or reflected other employees who have a significant role in the Company’s internal control over financial statements included in the Gold Banc SEC Documentsreporting. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.Back to Contents

SEC Documents. Gold Banc FINANCIAL CONDITION: NO MATERIAL ADVERSE CHANGE. (a) The Company has made available to filed in a timely manner all documents that the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC Commission under Sections 13, 14(a) and 15(d) of the Securities Exchange Act, since such dateits initial public offering. As of their respective filing dates, all documents filed by the Gold Banc Company with the SEC Documents ("SEC Documents") complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations applicable. None of the SEC thereunder applicable to such Gold Banc SEC Documents, and none Documents as of the Gold Banc SEC Documents their respective dates contained any untrue statement of a material fact or omitted 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. The financial fiducial statements of Gold Banc the Company included in the Gold Banc SEC Documents 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. (b) The Company has heretofore furnished to the Investors its audited consolidated balance sheet, have been prepared statements of income (including supporting footnote disclosures) and cash flows as of and for the fiscal year ended June 30, 1997, with the opinion of Cooper, Selvin & Strassberg LLP, independent public accountants. (▇) ▇▇▇ ▇inancial statements included in the SEC Documents and the referred to in paragraph (b) above present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates and for the respective periods in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the any unaudited financial statements, to normalcustomary year-end adjustments). (d) Since June 30, recurring adjustments1997, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial business, property or assets, operations or condition, propertiesfinancial or otherwise, assetsof the Company and its Subsidiaries, liabilities, business or prospects of Gold Banctaken as a whole.

SEC Documents. Gold Banc Financial Statements; Undisclosed Liabilities. The Company has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc other documents with the SEC since January 1, 1996 2001 (the "Gold Banc Company SEC Documents") which are all ). All of the documents Company SEC Documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As ), as of their respective filing dates, the Gold Banc SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or and the Exchange ActAct and, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc Company SEC Documents, and none . None of the Gold Banc Company SEC Documents at the time of filing contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by later filed Company SEC Documents. Other than as set forth in Schedule 3.2(e) to the Company Disclosure Letter, there is no unresolved violation, criticism or exception by any Governmental Entity of which the Company has received written notice with respect to the Company report or statement which, if resolved in a manner unfavorable to the Company, could have a Company Material Adverse Effect. The consolidated financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of interim financial statements, as permitted by Forms 10-Q and 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP GAAP, the consolidated financial position of the Company and the Company Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normalnormal year-end adjustments). Other than as set forth in Schedule 3.2(e) to the Company Disclosure Letter, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Company has no material liability or obligation of a type Company Subsidiaries which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or are not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancconsolidated for accounting purposes.

SEC Documents. Gold Banc has (i) The Company is registered pursuant to Section 12 of the Exchange Act and it is current with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of the Company’s filings made available pursuant to the Exchange Act (collectively, the “Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents"”) which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained contains any untrue statement of a material fact or 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. The financial statements Company SEC Documents, as of Gold Banc included in the Gold Banc SEC Documents their respective dates, complied as to form in all material respects with the published requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and are available on the Commission’s ▇▇▇▇▇ system. (ii) The Company SEC Documents include the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2006 and 2005 (collectively, the “Audited Financial Statements”) and unaudited financial statements for the nine months ended September 30, 2007 and 2006 (collectively, the “Interim Financial Statements,” and, together with respect theretothe Audited Financial Statements, the “Financial Statements”), including, in each case, a balance sheet and the related statements of income, stockholders’ equity and cash flows for the period then ended, together with the related notes. The Audited Financial Statements have been certified by ▇▇▇ ▇▇▇▇▇▇▇, CPA (“▇▇▇ ▇▇▇▇▇▇▇”), and the Interim Financial Statements have been reviewed by Jaspers+Hall, PC (“Jaspers”). The Financial Statements are in accordance with all books, records and accounts of the Company, are true, correct and complete and have been prepared in accordance with GAAP (except GAAP, consistently applied. Jaspers is independent as may be indicated in to the notes thereto or, in Company under the case rules of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X Commission pursuant to the Securities Act and is registered with the PCAOB. The Financial Statements present fairly the financial position of the SEC) Company at the respective balance sheet dates, and fairly present in accordance with applicable requirements of GAAP (subject, in the case results of the unaudited statementsCompany’s operations, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc changes in stockholders’ equity and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no covered. (iii) At the close of business on September 30, 2007, the Company did not have any material liability liabilities, absolute or obligation contingent, of a the type which would required to be included in a reflected on balance sheet sheets prepared in accordance with GAAP which are not fully reflected, reserved against or disclosed on the September 30, 2007 balance sheet. The Company has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations of any Person, except endorsements made in the ordinary course of business in connection with the deposit of items for collection. The Company does not have any debts, contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of any kind, character or description, whether related to tax or non-tax mattersaccrued, accrued or contingentabsolute, due or not yet due, liquidated or unliquidated, contingent or otherwise, or due or to become due except and to the extent disclosed set forth or reflected noted in the financial statements included in the Gold Banc SEC DocumentsFinancial Statements, and not heretofore paid or discharged. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc (i) Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and statement, definitive proxy statement and exhibit to the foregoing documents filed by Gold Banc Parent with the SEC since January 1December 31, 1996 2001 (the "Gold Banc Parent SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc Parent was required to file with the SEC since such dateDecember 31, 2001. As of their respective dates, the Gold Banc Parent SEC Documents complied in all material respects 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 Gold Banc Parent SEC Documents, and none of the Gold Banc Parent SEC Documents contained any untrue statement of a material fact or 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. None of the Subsidiaries of Parent is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements of Gold Banc Parent included in the Gold Banc Parent SEC Documents were prepared from the books and records of Parent and its Subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc Parent and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc Parent and its consolidated Subsidiaries for the periods presented therein. Gold Banc Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of Parent that are required to be disclosed in the Parent SEC Documents. (ii) Parent has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material liability compensation from any entity that has engaged in or obligation is engaging in any material transaction with Parent or any Subsidiary of Parent. Set forth on Schedule 3.2(d) of the Parent Disclosure Schedule is a type which would be included in a list of all off-balance sheet prepared in accordance with GAAP whether related special purpose entities and financing arrangements of Parent and Subsidiaries of Company. (iii) With respect to tax or noneach annual report on Form 10-tax mattersK, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except each quarterly report on Form 10-Q and to the extent disclosed or reflected in the financial statements each amendment of any such report included in the Gold Banc Parent SEC Documents. Since March 31, 1999 there has been no material adverse change the chief executive officer and chief financial officer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancany such certifications are complete and correct.

SEC Documents. Gold Banc (i) Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and statement, definitive proxy statement and exhibit to the foregoing documents filed by Gold Banc Parent with the SEC since January 1December 31, 1996 2001 (the "Gold Banc Parent SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc Parent was required to file with the SEC since such dateDecember 31, 2001. As of their respective dates, the Gold Banc Parent SEC Documents complied in all material respects 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 Gold Banc Parent SEC Documents, and none of the Gold Banc Parent SEC Documents contained any untrue statement of a material fact or 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. None of the Subsidiaries of Parent is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements of Gold Banc Parent included in the Gold Banc Parent SEC Documents were prepared from the books and records of Parent and its Subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) the consolidated financial position of Gold Banc Parent and its subsidiaries consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc Parent and its consolidated Subsidiaries for the periods presented therein. Gold Banc Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of Parent that are required to be disclosed in the Parent SEC Documents. (ii) Parent has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material liability compensation from any entity that has engaged in or obligation is engaging in any material transaction with Parent or any Subsidiary of Parent. Set forth on Schedule 3.2(d) of the Parent Disclosure Schedule is a type which would be included in a list of all off-balance sheet prepared in accordance with GAAP whether related special purpose entities and financing arrangements of Parent and Subsidiaries of Company. (iii) With respect to tax or noneach annual report on Form 10-tax mattersK, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except each quarterly report on Form 10-Q and to the extent disclosed or reflected in the financial statements each amendment of any such report included in the Gold Banc Parent SEC Documents. Since March 31, 1999 there has been no material adverse change the chief executive officer and chief financial officer of Parent have made all certifications required by the Sarbanes-Oxley Act and any related rules and regulations promulgated b▇ ▇▇▇ ▇▇▇ ▇▇▇ the NYSE, and the statements contained in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancany such certifications are complete and correct.

SEC Documents. Gold Banc has made available TCPG and SBG have filed with the Securities and Exchange Commission all Company SEC Reports required to be filed with the Company a true Securities and complete copy Exchange Commission by TCPG and SBG since January 1, 1999. No Subsidiary of each TCPG (other than SBG) or SBG is required to file any form, report, schedule, registration statement and definitive proxy statement filed by Gold Banc or other document with the SEC since January 1, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such dateSecurities and Exchange Commission. As of their respective dates, the Gold Banc Company SEC Documents Reports filed with the SEC complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder applicable to such Gold Banc Company SEC DocumentsReports as of the date of the filing thereof. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report or as disclosed in the Draft S-1 Amendment, and none of the Gold Banc Company SEC Documents Reports as of the date thereof contained any untrue statement of a material fact or 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. The historical financial statements of Gold Banc (including the related notes) included in the Gold Banc Company SEC Documents complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the consolidated financial positions of GAAP TCPG and SBG and their consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring year-end adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc).

SEC Documents. Gold Banc The Company has made available to furnished the Company Purchaser with a true and complete copy of each reportthe Company's Report on Form 8-K filed on January 27, schedule1998, registration statement as amended on January 29, 1998 and definitive proxy statement March 27, 1998, Report on Form 8-K filed by Gold Banc on January 28, 1998 as amended on January 29, 1998, Report on Form 8-K filed on March 18, 1998, Report on Form 8- K filed on May 1, 1998, Report on Form 8-K filed on August 5, 1998, Report on Form 8-K filed on September 18, 1998, the Company's Form 10-KSB for the fiscal year ended December 31, 1997, Form 10-QSB for the quarterly period ended March 31, 1998, Form 10-QSB for the quarterly period ended June 30, 1998, Form 10-QSB for the quarter ended September 30, 1998 and the Registration Statement on Form SB-2 (No. 333- 60761) and the Proxy Statement dated October 16, 1998 (the "Disclosure Documents"). Except as disclosed in the Disclosure Documents, since December 31, 1997 the Company has not incurred any material liability except in the ordinary course of its business consistent with past practice and there has not been any change in the SEC since business, financial condition or results of operations of the Company which has had a material adverse effect on the Company. Since January 1, 1996 1997, the Company has filed with the Securities and Exchange Commission (the "Gold Banc SEC DocumentsSEC") which are all the documents (other than preliminary material) that Gold Banc was required to file with be filed pursuant to the SEC since such dateSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. As of their respective filing dates, the Gold Banc SEC Disclosure Documents complied in all material respects 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 Gold Banc SEC Disclosure Documents, and none of the Gold Banc SEC Disclosure Documents contained did not contain any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc SEC Disclosure Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements are accurate, complete and have been prepared in accordance with GAAP the books and records of the Company and in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were audit adjustments that are not material) the consolidated financial position of Gold Banc and its subsidiaries the Company as of their respective at the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancthen ended.

SEC Documents. Gold Banc has made available Veea hereby makes reference to each annual, quarterly or current report or other document filed by Veea pursuant to the Company a true Securities Act of 1933, as amended (the “Securities Act”) or the Securities and complete copy Exchange Act of each report1934, scheduleas amended (the “Exchange Act”), registration statement with the United States Securities and definitive proxy statement filed by Gold Banc Exchange Commission (“SEC”) (collectively, the “SEC Documents”). As of the date of hereof, Veea is current in all required filings with the SEC since January 1and has filed all annual reports (Form 10-K), 1996 quarterly reports (Form 10-Q), current reports (Form 8-K), and any other required disclosures pursuant to the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such dateSecurities Exchange Act of 1934. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any an untrue statement of a material fact or 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. The financial statements of Gold Banc Veea included in the Gold Banc SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the financial position of GAAP Veea as of the dates thereof and its statements of operations, stockholders’ equity (deficit) and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring adjustments, none of year-end audit adjustments which were material) not and are not expected to have a material adverse effect on Veea, its business, financial condition or results of operations). Except as and to the consolidated financial position extent set forth on the balance sheet of Gold Banc and its subsidiaries Veea as of their respective dates and December 31, 2024 included in the consolidated results of operations and SEC Documents, including the consolidated cash flows of Gold Banc for notes thereto (the periods presented therein. Gold Banc “Balance Sheet”), Veea has no material liability or obligation of a type which would any nature (whether accrued, absolute, contingent or otherwise and whether required to be included in reflected on a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersnot), accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected other than liabilities incurred in the financial statements included Ordinary Course since the date of such Balance Sheet that are not material individually or in the Gold Banc aggregate. Veea does not have pending before the SEC any request for confidential treatment of information, nor is there any outstanding unresolved comment by the Staff of the SEC on any of the SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc Financial Statements; No Adverse Change. The Company has made available filed all reports required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc with it under the SEC since January 1Securities Exchange Act of 1934, 1996 as amended (the "Gold Banc Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement and the Memorandum, the "Disclosure Materials") which are all on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary material) that Gold Banc was required to file with the SEC since expiration of any such dateextension. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC DocumentsCommission promulgated thereunder, and none of the Gold Banc SEC Documents Documents, when filed, contained any untrue statement of a material fact or 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. All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements 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 otherwise specified in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal, recurring normal year end audit adjustments, none . Since the date of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March last filed Annual Report on Form 10-K for the year ended December 31, 1999 1997 for the Company, there has been no material adverse change event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Buyer by the Company. The Company last filed audited financial statements with the Commission in connection with its 1997 Form 10-K, and has not received any comments from the financial condition, properties, assets, liabilities, business or prospects of Gold BancCommission in respect thereof.

SEC Documents. Gold Banc Parent has timely filed all forms, reports and documents required to be filed with the SEC since December 31, 1994 and has made available to the Company a true and complete copy Selling Shareholder, in the form filed with the SEC, (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, (ii) its Quarterly Reports on Form 10-QSB for the periods ended March 31, and June 30, 1997, (iii) all proxy statements relating to Parent's meetings of each reportstockholders (whether annual or special) held since December 31, schedule1996, (iv) all other reports or registration statement and definitive proxy statement statements filed by Gold Banc Parent with the SEC since January 1December 31, 1996 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "Gold Banc PARENT SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. REPORTS." As of their respective dates, the Gold Banc Parent SEC Documents complied Reports (i) 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 Gold Banc Parent SEC DocumentsReports 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, and none then on the date of the Gold Banc SEC Documents contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of Gold Banc Parent and its consolidated subsidiaries included in the Gold Banc SEC Documents complied as to form such reports are correct in all material respects with the published rules and regulations of the SEC with respect theretorespects, have been were prepared in accordance with GAAP (except applied on a basis consistent throughout the periods indicated, and present fairly the consolidated financial position of Parent and its consolidated subsidiaries as may be indicated in of the notes thereto ordates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited condensed consolidated financial statements, to normal, recurring normal year-end adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no will not be material liability in amount or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancsignificance.

SEC Documents. Gold Banc has made available EXDG hereby makes reference to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement following documents filed by Gold Banc with the SEC since January 1, 1996 United States Securities and Exchange Commission (the "Gold Banc “SEC”), as posted on the SEC’s website, w▇▇.▇▇▇.▇▇▇: (collectively, the “SEC Documents"”): (a) which are Registration Statements on Form SB-2 on June 30, 2006, and all amendments thereto; (b) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2006, and any amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2007, June 30, 2007, and September 30, 2007, and any amendments thereto. The SEC Documents constitute all of the documents (other than preliminary material) and reports that Gold Banc EXDG was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since such datethe effectiveness of any and all registration statements of EXDG on Form SB-2. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any an untrue statement of a material fact or 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. As of the date of Closing, except as set forth in the disclosure schedule attached hereto, none of EXDG’s filings with the SEC are under review or are the subject of issued comments under letters from the SEC which have not been resolved. The consolidated financial statements of Gold Banc EXDG included in the Gold Banc SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the financial position of GAAP EXDG as of the dates thereof and its consolidated statements of operations, Stockholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring adjustments, none of year-end audit adjustments which were material) and are not expected to have a material adverse effect on EXDG, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of Gold Banc and its subsidiaries EXDG as of their respective dates and December 31, 2006, including the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc notes thereto, EXDG has no material liability or obligation of a type which would any nature (whether accrued, absolute, contingent or otherwise and whether required to be included in reflected on a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancnot).

SEC Documents. Gold Banc Undisclosed Liabilities; SAP Statements. (a) VA has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc other documents with the SEC since January 1, 1996 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Gold Banc VA SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc VA SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc VA SEC Documents, and none of the Gold Banc VA SEC Documents contained any untrue statement of a material fact or 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. Except to the extent that information contained in any VA SEC Document has been revised or superseded by a later filed VA SEC Document, none of the VA 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. The financial statements of Gold Banc VA included in the Gold Banc VA SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, or in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECVA SEC Documents) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP VA and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end adjustments). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the VA SEC Documents, recurring adjustmentsneither VA nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, none absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of which were material) the consolidated financial position of Gold Banc VA and its subsidiaries consolidated Subsidiaries or in the notes thereto. (b) VA conducts its material insurance operations through those companies listed in Section 4.5 of the VA Disclosure Letter (collectively, the "VA Insurance Subsidiaries"). Each of the VA Insurance Subsidiaries has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled or as may be required by any Governmental or Regulatory Authority on forms prescribed or permitted by such authority (collectively, the "VA SAP Statements"). VA has delivered or made available to BB all of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc VA SAP Statements for each VA Insurance Subsidiary for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersbeginning January 1, accrued or contingent1996, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected each in the financial form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory agency. Financial statements included in the Gold Banc SEC DocumentsVA SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority consistently applied for the periods covered thereby and present fairly the statutory financial position of such VA Insurance Subsidiaries as at the respective dates thereof and the results of operations of such VA Insurance Subsidiaries for the respective periods then ended. Since March 31The VA SAP Statements complied in all material respects with all applicable laws, 1999 there rules and regulations when filed, and no material deficiency has been no material adverse change asserted with respect to any VA SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The statutory balance sheets and income statements included in the financial conditionVA SAP Statements required to be audited have been audited, propertiesand VA has delivered or made available to BB true and complete copies of all audit opinions related thereto for periods beginning January 1, assets1996. VA has delivered or made available to BB true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies received by VA on or after January 1, liabilities, business or prospects of Gold Banc1996 relating to the VA Insurance Subsidiaries.

SEC Documents. Gold Banc Financial Statements; Undisclosed Liabilities. Merry Land has made available filed all reports, schedules, forms, statements and other documents required to be filed with the Company SEC (the "Merry Land SEC Documents") since September 3, 1998 through the date hereof under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Schedule 2.6 of the Merry Land Disclosure Letter contains a true and complete copy list of each report, schedule, registration statement and definitive proxy statement all Merry Land SEC Documents filed by Gold Banc Merry Land with the SEC since January 1, 1996 (2001 and on or prior to the "Gold Banc date of this Agreement. All of the Merry Land SEC Documents") which are all the documents Documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As ), as of their respective filing dates, the Gold Banc SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or and the Exchange ActAct and, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc Merry Land SEC Documents, and none . None of the Gold Banc Merry Land SEC Documents at the time of filing contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by later Merry Land SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of Gold Banc Merry Land included in the Gold Banc Merry Land SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Merry Land and its consolidated subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments). Except as set forth on Schedule 2.6, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Merry Land has no material liability Merry Land Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Merry Land SEC Documents on Schedule 2.6 to the Merry Land Disclosure Letter or obligation liabilities or obligations incurred in the ordinary course of a type which would be included in a business after the most recent balance sheet prepared contained in accordance with GAAP the Merry Land SEC Documents, neither Merry Land nor any of the Merry Land Subsidiaries has any liabilities or obligations of any nature (whether related to tax or non-tax mattersaccrued, accrued or contingentabsolute, due or not yet due, liquidated or unliquidated, contingent or otherwise, except and ) required by GAAP to the extent disclosed be set forth on a consolidated balance sheet of Merry Land or reflected in the financial statements included notes thereto and which, individually or in the Gold Banc SEC Documents. Since March 31aggregate, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects of Gold Bancwould have a Merry Land Material Adverse Effect.

SEC Documents. Gold Banc has made available to i. The Company is current with its reporting obligations under the Company a true and complete copy Securities Exchange Act of each report1934, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 as amended (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or the “Exchange Act”). To the Company’s knowledge, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc Company’s filings made pursuant to the Exchange Act (collectively, the “Company SEC Documents contained Documents”) contains any untrue statement of a material fact or 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. The financial statements Company SEC Documents, as of Gold Banc included in the Gold Banc SEC Documents their respective dates, complied as to form in all material respects with the published requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and are available on the Commission’s ▇▇▇▇▇ system. With respect to the Company’s Annual Report on Form 10-K for the year ended October 31, 2008, the Buyer acknowledges receipt of the auditor’s note (attached hereto as Exhibit C) regarding a typographical error contained in the Balance Sheet, about which the Company has taken no action upon the advice of the auditor. ii. The Company SEC with Documents include the Company’s audited consolidated financial statements for the fiscal years ended October 31, 2008 and 2007 (collectively, the “Financial Statements”), including, in each case, a balance sheet and the related statements of operations, stockholders’ equity. The Financial Statements present fairly the financial position of the Company at the respective balance sheet dates, and fairly present the results of the Company’s operations, changes in stockholders’ equity and cash flows for the periods covered. With respect theretoto the Company’s Annual Report on Form 10-K for the year ended October 31, 2008, the Buyer acknowledges receipt of the auditor’s note (attached hereto as Exhibit C) regarding a typographical error contained in the Balance Sheet, about which the Company has taken no action upon the advice of the auditor. iii. At the close of business on October 31, 2008, the Company did not have been any material liabilities, absolute or contingent, of the type required to be reflected on balance sheets prepared in accordance with GAAP (which are not fully reflected, reserved against or disclosed on the balance sheet for the quarterly period ended January 31, 2009. The Company has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations of any person or entity, except as may be indicated endorsements made in the notes thereto orordinary course of business in connection with the deposit of items for collection. The Company does not have any debts, in the case contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of the unaudited statementsany kind, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subjectcharacter or description, in the case of the unaudited statementswhether accrued, to normalabsolute, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, contingent or otherwise, except or due or to become due, and to not heretofore paid or discharged. As of the extent disclosed Closing Date, the Company shall have no trade payables, indebtedness or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, other liabilities, business or prospects of Gold Banc.

SEC Documents. Gold Banc has made available to Financial Statements; No Adverse Change. Each of COES and the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement has filed all reports required to be filed by Gold Banc with it under the SEC since January 1Securities Exchange Act of 1934, 1996 as amended (the "Gold Banc Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "Disclosure Materials") which are all on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary material) that Gold Banc was required to file with the SEC since expiration of any such dateextension. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC DocumentsCommission promulgated thereunder, and none of the Gold Banc SEC Documents Documents, when filed, contained any untrue statement of a material fact or 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. All material agreements to which COES or the Company is a party or to which the property or assets of COES or the Company are subject have been filed as exhibits to the SEC Documents as required; neither COES, the Company nor any of their Subsidiaries is in breach of any agreement where such breach would have or result in a Material Adverse Effect. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements 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 otherwise specified in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (COES and the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal, recurring normal yearend audit adjustments, none . Since the date of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31last filed Quarterly Report on Form 10-Q for the period ended September 30, 1999 1997 for each of COES and the Company, except as otherwise expressly set forth in Schedule 2.1(k) the Disclosure Schedule, there has been no material adverse change event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Purchasers by COES or the Company. The Company last filed audited financial statements with the Commission in connection with its 1996 Form 10-K, and has not received any comments from the financial condition, properties, assets, liabilities, business or prospects of Gold BancCommission in respect thereof.

SEC Documents. Gold Banc The Company has made available filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed was required by Gold Banc with the SEC since January 1, 1996 law to file such material) (the foregoing materials being collectively referred to herein as the "Gold Banc SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which are case it has made all such filings in the documents (other than preliminary material) that Gold Banc was time required to file with the SEC since by such dateextension). As of their respective dates, the Gold Banc SEC Documents complied in all material -7- 9 respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the published rules and regulations of the SEC thereunder applicable to such Gold Banc SEC DocumentsCommission promulgated thereunder, and none of the Gold Banc SEC Documents Documents, when filed, contained any untrue statement of a material fact or 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. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect on the date of the filing. Such financial statements have been prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments. The Company last filed audited financial statements with the Commission on February 13, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates 1997 and the consolidated results Company has not received any comments from the Commission in respect of operations and such audited financial statements. Since the consolidated cash flows date of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March Company's Quarterly Report on Form 10-Q for the Quarterly Period ended January 31, 1999 1997, there has been no material adverse change event, occurrence or development that has had, could have or would result in a Material Adverse Effect which is not specifically disclosed in the financial condition, properties, assets, liabilities, business or prospects of Gold BancDisclosure Materials.

SEC Documents. Gold Banc The Company has made available to the Company a Investor true and complete copy copies of each report, schedule, all reports or registration statement and definitive proxy statement statements the Company has filed by Gold Banc with the SEC since January 1, 1996 Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (the "Gold Banc “Exchange Act”), for all periods ending on or subsequent to March 31, 2024, all in the form so filed (collectively the “SEC Documents") which are ”). To the Company’s knowledge, except as set forth on Schedule 2.4, the Company has timely filed all documents that the documents (other than preliminary material) that Gold Banc Company was required to file under the Exchange Act during the one (1) year prior to the date hereof and one (1) year prior to each Closing Date with the SEC since such daterespect to which this representation is being made. As of their respective filing dates, the Gold Banc 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 beapplicable, and any of the SEC rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc the SEC Documents, and none of the Gold Banc SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The financial statements of Gold Banc included in , except to the Gold Banc SEC Documents complied as to form in all material respects extent corrected by a subsequently filed document with the published rules and regulations SEC. None of the SEC with respect theretoDocuments filed under the Securities Act, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates this Agreement and the consolidated results of operations documents, instruments and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included agreements in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidatedconnection herewith, or otherwiseany other document, except instrument or agreement binding on the Company and delivered to the extent disclosed Investor, contained an untrue statement of material fact or reflected omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act, or at the time this Agreement or such documents, instruments or agreements became effective Except as set forth Schedule 2.3, there are no ongoing delisting procedures or inquiries initiated by Nasdaq. The Company is not engaged in any special selling efforts to support the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, properties, assets, liabilities, business or prospects sale of Gold Bancsecurities pursuant to this Agreement.

SEC Documents. Gold Banc The Company has made available to the Company Levy Acquisition Co. a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc the Company with the SEC since January 1December 31, 1996 1997 (as such documents have since the time of their filing been amended, the "Gold Banc Company SEC Documents") ), which are all the documents (other than preliminary material) that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, (i) the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and (ii) none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31, 2001, as audited by Grant Thornton, LLP (such balance sheet is referred to hereinafter as ▇▇▇ "▇▇▇▇▇▇▇ ▇heet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except as may be indicated in "GAAP") applied on a consistent basis during the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) periods involved and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of operations their operations, stockholders' equity and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared then ended in accordance with GAAP GAAP. As of December 31, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether related to tax or non-tax matters, accrued or contingent, due or not yet dueaccrued, liquidated or unliquidated, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2001, except as and to the extent disclosed or reflected set forth in the financial statements included Company SEC Documents and except for liabilities or obligations incurred in the Gold Banc SEC Documents. Since March 31ordinary course of business consistent with past practice and of substantially the same character, 1999 there has been no material adverse change type and magnitude as incurred in the financial conditionpast, propertiesneither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, assetswhether or not accrued, liabilitiescontingent or otherwise, business that would have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or prospects of Gold Bancother document with the SEC.

SEC Documents. Gold Banc Globalstar has made available timely filed, and on the Interest Acquisition Date will have timely filed, all forms, reports and documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1996 (the "Gold Banc 2002. All SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As Filings, as of their respective dates, the Gold Banc SEC Documents complied (a) complied, or will comply, in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may beand (b) did not, and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documentswill not, and none of the Gold Banc SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty in the preceding sentence does not apply to (a) any misstatement or omission in (i) any SEC Filing filed prior to the date of this Agreement that was superseded by a subsequent SEC Filing filed prior to the date of this Agreement or (ii) any SEC Filing filed after the date of this Agreement that is superseded by a subsequent SEC Filing filed prior to the Contribution Date or (b) any financial forecasts or projections included in the SEC Filings. The consolidated financial statements of Gold Banc Globalstar included in the Gold Banc SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been Filings 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Globalstar and its Subsidiaries, as of the dates thereof (subject, in the case of the any unaudited statements, to normalthe absence of footnotes and to normal year-end audit adjustments). As of the time of the filing of any relevant SEC Filing, recurring adjustments, none to the Knowledge of which were material) the consolidated financial position of Gold Banc Globalstar and its subsidiaries as of their respective dates and Subsidiaries, the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability financial forecasts or obligation of a type which would be projections included in such SEC Filing (as qualified and limited in the SEC Filing) were made by management of Globalstar in good faith and on a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwisereasonable basis, except and for any failure to the extent disclosed or reflected in make the financial statements included forecasts or projections in good faith and on a reasonable basis that would not have a Globalstar Material Adverse Effect. No Subsidiary of Globalstar is currently required to file any periodic reports with the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in under the financial condition, properties, assets, liabilities, business or prospects of Gold BancExchange Act.

SEC Documents. Gold Banc (a) Seller has made available all filings with the Securities and Exchange Commission ("SEC") that it has been required to make under the Company a true Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1994. Seller has provided to Purchaser true, complete copy and correct copies of each reportSeller's annual report on Form 10-K ("Seller's Form 10-K") for the fiscal year ended December 31, schedule1997, registration statement together with all amendments thereto, Seller's quarterly report on Form 10-Q for the fiscal quarters ended March 31, 1998 and definitive proxy statement filed by Gold Banc June 30, 1998, together with all amendments thereto, and any and all filings with the SEC made by Seller (including all requested exhibits to such filings) since January 1the filing of said Form 10-K (all such documents that have been filed with the SEC, 1996 (as amended, are referred to as the "Gold Banc Seller SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc and except as amended, Seller SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc Seller SEC Documents contained any untrue statement of a material fact or 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. . (b) The financial statements of Gold Banc Seller included in the Gold Banc Seller SEC Documents 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, 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of the SECQ) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, normal recurring audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries Seller as of their respective the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documentsthen ended. Since March 31June 30, 1999 1998, (i) there has have been no material adverse change changes in Seller's business, operations or financial condition and (ii) Seller's operations have been conducted in the financial condition, properties, assets, liabilities, ordinary course of business or prospects of Gold Bancexcept as disclosed in writing to Purchaser.

SEC Documents. Gold Banc has made available to (a) Since January 1, 2005, the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement has filed by Gold Banc all documents with the SEC since January 1required to be filed by the Company under the Securities Act of 1933, 1996 as amended (the "Gold Banc Securities Act"), or the Exchange Act (the "Company SEC Documents") which are all ). Except as set forth on Section 3.4 of the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date. As Disclosure Schedule, as of their respective dates, the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documentsdate hereof, and none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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, except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. The audited consolidated financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form in all material respects with Company's Annual Report on Form 10-K for the published rules twelve months ended December 31, 2005 and regulations the unaudited financial statements of the SEC with respect theretoCompany included in the Company's Quarterly Reports on Form 10-Q (the "Company 10-Qs") for the quarterly periods ended April 1, 2006 and July 1, 2006 (collectively, the "Company Financial Statements"), have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP the Company and its Subsidiaries as at 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 statements, to normalnormal year-end audit adjustments and to any other adjustments set forth therein). (b) Since July 1, recurring adjustments2006, none neither the Company nor any of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Subsidiaries has no material incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities, obligations or contingencies which (i) are reflected in the Company Financial Statements or the notes thereto, (ii) were incurred in the ordinary course of business and consistent with past practices, (iii) have not had and would not reasonably be expected to have a type which would Material Adverse Effect on the Company or (iv) are of a nature not required to be included reflected in a balance sheet the consolidated financial statements of the Company and its Subsidiaries prepared in accordance with U.S. GAAP whether consistently applied. (c) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made the certifications required by Rule 13a-14 and 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related to tax or nonrules and regulations promulgated thereunder (the "▇▇▇▇▇▇▇▇-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and ▇▇▇▇▇ Act") with respect to the extent disclosed or reflected in the financial statements included in the Gold Banc Company SEC Documents. Since March 31For purposes of the preceding sentence, 1999 there has been no "principal executive officer" and "principal financial officer" have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) The Company maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. These disclosure controls and procedures were designed to ensure that information required to be disclosed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC's rules and forms. The Company maintains internal control over financial reporting as required by Rule 13a-15 under the Exchange Act. This internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material adverse change in the effect on its financial condition, properties, assets, liabilities, business or prospects of Gold Bancstatements.

SEC Documents. Gold Banc (a) The Company has made available filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company a true and complete copy or any of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc its Subsidiaries with the SEC since January 1December 31, 1996 1997 (collectively, the "Gold Banc Company SEC DocumentsReports") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Gold Banc Exchange Act, and as of their respective effective dates, as to Company SEC Documents complied Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such Gold Banc SEC Documentsthose not yet filed, and none of the Gold Banc SEC Documents contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements . (b) Each of Gold Banc the consolidated balance sheets included in or incorporated by reference into the Gold Banc Company SEC Documents complied as to form Reports (including the related notes and schedules) presents fairly, in all material respects with respects, the published rules and regulations consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, shareholders' equity and cash flows of the Company included in or incorporated by reference into the Company SEC with respect thereto, have been prepared in accordance with GAAP Reports (except as may be indicated in the including any related notes thereto orand schedules) presents fairly, in all material respects, the results of operations and cash flows, as the case may be, of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of Company and its Subsidiaries for the SEC) and fairly present in accordance with applicable requirements of GAAP periods set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for in each case in accordance with GAAP consistently applied during the periods presented involved, except as may be noted therein. Gold Banc . (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has no material liability any liabilities or obligation obligations of a type which any nature (whether accrued, absolute, contingent or otherwise) that would be included in required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwiseconsistently applied, except and to the extent disclosed for (i) liabilities or obligations that were so reserved on, or reflected in (including the financial statements included notes to), the consolidated balance sheet of the Company as of June 30, 2000, (ii) liabilities or obligations arising in the Gold Banc SEC Documents. Since March 31ordinary course of business (including trade indebtedness) from June 30, 1999 there has been no material adverse change 2000 to the date hereof and (iii) liabilities incurred after the date hereof that are permitted by Section 5.1 hereof and (iv) other liabilities or obligations which would not, individually or in the financial conditionaggregate, properties, assets, liabilities, business or prospects of Gold Banccause a Company Material Adverse Effect.

SEC Documents. Gold Banc (i) Each of Cabot and Cabot LP has made available to the Company CalWest a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and definitive proxy statement information filed by Gold Banc Cabot and Cabot LP with the SEC since January 1, 1996 its inception and prior to or on the Closing Date (the "Gold Banc Cabot SEC Documents") ), which are all the documents --------------------- (other than preliminary material) that Gold Banc each of Cabot and Cabot LP was required to file with the SEC since such datebetween its inception and the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Section 4.1(e)(i) of the Cabot Disclosure Letter accurately lists each Cabot SEC Document filed prior to the date of this Agreement. As of their respective dates, the Gold Banc Cabot SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the ---------------- Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Cabot SEC Documents, Documents and none of the Gold Banc Cabot SEC Documents contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by later Cabot SEC Documents filed and publicly available prior to the date of this Agreement. Neither Cabot nor Cabot LP has any outstanding and unresolved comments from the SEC with respect to any of the Cabot SEC Documents. None of the Cabot SEC Documents is the subject of any confidential treatment request by Cabot or Cabot LP. The consolidated financial statements of Gold Banc Cabot and Cabot LP (including the notes thereto) included in the Gold Banc Cabot SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were are material) ), the assets, liabilities and the consolidated financial position of Gold Banc Cabot and its subsidiaries the Cabot Subsidiaries, taken as a whole, and Cabot LP as of their respective dates and the consolidated results statements of operations income and the consolidated cash flows of Gold Banc Cabot and the Cabot Subsidiaries taken as a whole, and Cabot LP for the periods presented therein. Gold Banc has no The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected respects in the financial statements included in the Gold Banc Cabot SEC Documents. Since March 31Other than Cabot and Cabot LP, 1999 there has been no material adverse change Cabot Subsidiary is required to make any filing with the SEC. (ii) The GP Units, LP Units and the Preferred Units are not registered under Section 12 of the Exchange Act. (iii) Section 4.1(e)(iii) of the Cabot Disclosure Letter sets forth a true and complete copy of the unaudited consolidated balance sheet of Cabot as at September 30, 2001 (the "Balance Sheet") and the unaudited consolidated --------------- statements of income for the nine months ended September 30, 2001 and September 30, 2000 (together with the Balance Sheet, the "Interim Financial Information"). The Interim Financial ------------------------------- Information was prepared in accordance with GAAP (except for the absence of footnotes) applied on a basis consistent with the consolidated financial statements included in the financial conditionCabot SEC Documents and fairly presents (subject to normal recurring adjustments, propertiesnone of which are material), the assets, liabilities, business or prospects consolidated financial position and consolidated statements of Gold Bancincome of Cabot and the Cabot Subsidiaries taken as a whole as at and for the periods indicated. The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the Interim Financial Information. A true, complete and correct copy of the Interim Financial Information is included in Cabot's press release issued to the media and public October 24, 2001. The Interim Financial Information has been reviewed by Cabot's independent public accountants in accordance with the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 71. (iv) The Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 will include without change the Interim Financial Information; provided that the financial -------- statements included in such Form 10-Q may include line items that have been combined in the Interim Financial Information.

SEC Documents. Gold Banc Financial Statements. The Company has made available timely filed all reports, schedules, forms, statements and other documents required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Gold Banc it with the SEC since January 1pursuant to the reporting requirements of the Securities Exchange Act of 1934, 1996 as amended (the "Gold Banc SEC Documents1934 Act") which are (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than preliminary materialexhibits to such documents) that Gold Banc was required incorporated by reference therein, being hereinafter referred to file with herein as the "SEC Documents"). The Company has delivered to the Buyer true and complete copies of the SEC since Documents, except for such dateexhibits and incorporated documents. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities 1934 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder promulgated there under applicable to such Gold Banc the SEC Documents, and none of the Gold Banc SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with GAAP (except as may be indicated in United States generally accepted accounting principles, consistently applied, during the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) periods involved and fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries ). Except as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected set forth in the financial statements of the Company included in the Gold Banc SEC Documents. Since March 31, 1999 there the Company has been no material adverse change liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to four months prior to the date hereof and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial conditionstatements, propertieswhich, assetsindividually or in the aggregate, liabilities, business are not material to the financial condition or prospects operating results of Gold Bancthe Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents. Gold Banc has made available The Buyer makes reference to all documents filed by the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 United States Securities and Exchange Commission (the "Gold Banc “SEC”), as posted on the SEC’s website, w▇▇.▇▇▇.▇▇▇: (collectively, the “SEC Documents") which are ”). The SEC Documents constitute all of the documents (other than preliminary material) and reports that Gold Banc the Company was required to file with the SEC since such date. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of pursuant to the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act, as the case may be”), and the rules and regulations of promulgated thereunder by the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or 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 misleadingSEC. The financial statements of Gold Banc together with the notes thereto, included in the Gold Banc SEC Documents complied (all such statements being referred to collectively as to form in all material respects with the published rules and regulations of the SEC with respect thereto“Company Existing Financial Statements”), have been prepared in accordance with GAAP (except as may be indicated in U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. These Company Existing Financial Statements present fairly the notes thereto or, in the case financial position of the unaudited statements, Company as permitted by Rule 10-01 of Regulation S-X of the SEC) dates and fairly present for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with applicable legal and accounting requirements of GAAP (subject, in including U.S. generally accepted accounting principles) and the case Company Existing Financial Statements are consistent with such books and records. (a) Since the date of the unaudited statementslatest Company Existing Financial Statements, to normal(the “Most Recent Date”), recurring adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the financial condition, propertiesfinancial or otherwise, net worth, prospects or results of operations of the Company. Without limiting the foregoing, since the Most Recent Date: (i) the Company has not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the ordinary course of business; (ii) the Company has not entered into any Contract; (iii) no party (including the Company) has accelerated, terminated, modified or canceled any Contract to which the Company is a party or by which the Company or its assets are bound; (iv) the Company has not made any capital expenditure (or series of related capital expenditures) of whatever nature; (v) the Company has not made any capital investments in, any loans to, or any acquisitions of the securities or assets of any other person (or a series of related capital investments, loans and acquisitions); (vi) declared or paid any dividends or made any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; (vii) redeemed or otherwise acquired any shares of its capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto; (viii) the Company has not issued any notes, bonds or other debt securities, or created, incurred, assumed or guaranteed any Liens, liabilities, business obligations or prospects indebtedness for borrowed money or capitalized lease obligation; (ix) the Company has not canceled, compromised, waived or released any right or claim (or series of Gold Bancrelated rights and claims) or material indebtedness; (x) the Company has not made any loans to, or entered into any other transactions with, any of its directors, officers, or employees; (xi) the Company has not hired any employees or consultants; and (xii) the Company has not committed to do any of the foregoing.

SEC Documents. Gold Banc (a) Seller has made available all filings with the Securities and Exchange Commission ("SEC") that it has been required to make under the Company a true Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1994. Seller has provided to Purchaser true, complete copy and correct copies of each reportSeller's annual report on Form 10-K ("Seller's Form 10-K") for the fiscal year ended December 31, schedule1996, registration statement together with all amendments thereto, Seller's quarterly report on Form 10-Q for the fiscal quarters ended March 31, 1997 and definitive proxy statement filed by Gold Banc June 30, 1997, together with all amendments thereto, and any and all filings with the SEC made by Seller (including all requested exhibits to such filings) since January 1the filing of said Form 10-K (all such documents that have been filed with the SEC, 1996 (as amended, are referred to as the "Gold Banc Seller SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date). As of their respective dates, the Gold Banc and except as amended, Seller SEC Documents complied in all material respects 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 Gold Banc SEC Documents, and none of the Gold Banc Seller SEC Documents contained any untrue statement of a material fact or 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. . (b) The financial statements of Gold Banc Seller included in the Gold Banc Seller SEC Documents 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, 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 in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of the SECQ) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, normal recurring audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries Seller as of their respective the dates thereof and the consolidated results of its operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the Gold Banc SEC Documentsthen ended. Since March 31June 30, 1999 1997, (i) there has have been no material adverse change changes in Seller's business, operations or financial condition and (ii) Seller's operations have been conducted in the financial condition, properties, assets, liabilities, ordinary course of business or prospects of Gold Bancexcept as disclosed in writing to Purchaser.

SEC Documents. Gold Banc has made available to All the documents (other than preliminary material) that the Company a true and complete copy of was required to file with the SEC for the past three years including, without limitation, each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC Company (as such documents have since January 1the time of their filing been amended, 1996 (the "Gold Banc Company SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date), have been timely filed. As of their respective dates, (i) the Gold Banc Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Gold Banc Company SEC Documents, and (ii) none of the Gold Banc Company SEC Documents contained any untrue statement of a material fact or 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. The Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of Gold Banc the Company included in the Gold Banc Company SEC Documents (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended February 28, 2001, as audited by PricewaterhouseCoopers LLP (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements")), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except as may be indicated in "GAAP") applied on a consistent basis during the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) periods involved and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) the consolidated financial position of Gold Banc the Company and its subsidiaries consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of operations their operations, stockholders' equity and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared then ended in accordance with GAAP GAAP. As of February 28, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether related to tax or non-tax matters, accrued or contingent, due or not yet dueaccrued, liquidated or unliquidated, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since February 28, 2001, except as and to the extent disclosed or reflected set forth in the financial statements included Company SEC Documents and except for liabilities or obligations incurred in the Gold Banc SEC Documents. Since March 31ordinary course of business consistent with past practice and of substantially the same character, 1999 there has been no material adverse change type and magnitude as incurred in the financial conditionpast, propertiesneither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, assetswhether or not accrued, liabilitiescontingent or otherwise, business that would be reasonably expected to have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or prospects of Gold Bancother document with the SEC.

SEC Documents. Gold Banc has made available to the Company a true and complete copy of each reportThe reports, scheduleschedules, registration statement statements and definitive proxy statement statements (including all exhibits) filed by Gold Banc Levcor with the SEC since January 1, 1996 1999 including all amendments thereto (the "Gold Banc Levcor SEC Documents") which ), are all the documents (other than preliminary material) that Gold Banc Levcor was required to file with the SEC since such date. As of their respective dates, (i) the Gold Banc Levcor SEC Documents complied in all material respects 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 Gold Banc Levcor SEC Documents, and (ii) none of the Gold Banc Levcor SEC Documents contained any untrue statement of a material fact or 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. The financial statements of Gold Banc Levcor included in the Gold Banc Levcor SEC Documents (such financial statements as of and for the year ended December 31, 2001 being referred to hereinafter as the "Levcor Year-End Financial Statements" and the balance sheet included in such financial statements as of December, 31, 2001 being referred to hereinafter as the "Levcor Balance Sheet"), and the unaudited financial statements of Levcor for the fiscal quarter ended March 31, 2002 complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Rule Form 10-01 of Regulation S-X QSB of the SEC) and fairly present the financial position of Levcor as at the dates thereof and the results of its operations, stockholders' equity and cash flows for the periods then ended in accordance with applicable requirements of GAAP (subjectGAAP, subject to normal year-end audit adjustments in the case of the unaudited March 31, 2002 financial statements. As of December 31, to normal2001, recurring adjustmentsLevcor did not have any material liabilities or obligations of any nature, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability whether or obligation of a type which not accrued, contingent or otherwise, that would be included in required by GAAP to be reflected on a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersof Levcor (including the notes thereto) and which were not reflected on the Levcor Balance Sheet. Since December 31, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise2001, except as and to the extent disclosed or reflected set forth in the financial statements included Levcor SEC Documents and except for liabilities or obligations incurred in the Gold Banc SEC Documents. Since March 31ordinary course of business consistent with past practice and of substantially the same character, 1999 there has been no material adverse change type and magnitude as incurred in the financial conditionpast, propertiesLevcor has not incurred any liabilities of any nature, assetswhether or not accrued, liabilitiescontingent or otherwise, business that would have a Material Adverse Effect on Levcor, or prospects would be required by GAAP to be reflected on a balance sheet of Gold BancLevcor (including the notes thereto). All material agreements, contracts and other documents required to be filed as exhibits to any of the Levcor SEC Documents have been so filed.

SEC Documents. Gold Banc Except as disclosed in Schedule 3.6, since October 31, 1996, the Company has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company a has delivered to each Purchaser true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1Documents, 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such dateexcept for exhibits, schedules and incorporated documents. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc the SEC Documents, and none of the Gold Banc SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form have been prepared in all material respects accordance with U.S. generally accepted accounting principles, consistently applied, and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they do not include footnotes or are condensed or summary statements) and and, fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring immaterial year-end audit adjustments, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries ). Except as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected set forth in the financial statements or the notes thereto of the Company included in the Gold Banc SEC Documents. Since March 31, 1999 there the Company has been no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and (iii) liabilities not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i), (ii) and (iii) next above which, individually or in the aggregate, are not material adverse change in to the financial condition, business, operations, properties, assets, liabilities, business operating results or prospects of Gold Bancthe Company and its subsidiaries or to the transactions contemplated hereby or to the Securities. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments existing as of the respective date of each such SEC Document (or such other date required by the rules of the SEC) to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation could reasonably be expected to have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which could reasonably be expected to have a Material Adverse Effect. The Company has not provided and will not provide to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed as of the date of this Agreement and the date of the First Closing.

SEC Documents. Gold Banc Except as disclosed in Schedule 3.6, since December 31, 1996, the Company has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed after December 31, 1996 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company a has delivered to each Purchaser true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc Furnished SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to file with the SEC since such date, except for exhibits, schedules and incorporated documents. As of their respective dates, the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc the SEC Documents, and none of the Gold Banc SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. None of the statements made in any such SEC Documents which was or has become inaccurate or misleading, and which would have a Material Adverse Effect, has not been so updated or amended. The financial statements of Gold Banc the Company included in the Gold Banc SEC Documents complied as to form have been prepared in all material respects accordance with U.S. generally accepted accounting principles, consistently applied, and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they do not include footnotes or are condensed or summary statements) and and, fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring immaterial year-end audit adjustments). Except as specifically set forth in the Furnished SEC Documents, none of which were material) the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc Company has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax mattersliabilities, accrued or contingent, due or not yet due, liquidated or unliquidated, contingent or otherwise, except and other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the extent disclosed or date of such financial statements and (ii) obligations not required under generally accepted accounting principles to be reflected in the such financial statements included under contracts and commitments incurred in the Gold Banc SEC Documents. Since March 31ordinary course of business consistent with past practice and (iii) liabilities not required under generally accepted accounting principles to be reflected in such financial statements, 1999 there has been no in each case of clause (i), (ii) and (iii) next above which, individually or in the aggregate, are not material adverse change in to the financial condition, business, operations, properties, assets, liabilities, business operating results or prospects of Gold Bancthe Company and its Subsidiaries on a consolidated basis, or to the transactions contemplated hereby or to the Securities. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments existing as of the respective date of each such SEC Document (or such other date required by the rules of the SEC) to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6 or as specifically disclosed in the Furnished SEC Documents, none of the Company, its Subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect, or of any other existing agreement or document which the Company will be required to list or describe in any subsequent SEC filing. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its Subsidiaries under any such Contracts, agreements or documents which would have a Material Adverse Effect. The Company has not provided and will not provide to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, except that with respect to any previously material non-public information disclosed to the Purchasers, any such information will be publicly disclosed by the Company within the time period set forth in the Confidentiality Agreement referred to in Section 8.5 below.

SEC Documents. Gold Banc Acquiror has made available furnished to the Company Target a true and complete copy of each statement, report, schedule, registration statement and (with the prospectus in the form filed pursuant to Rule 424(b) of the Act), definitive proxy statement statement, and other filings filed by Gold Banc with the SEC by Acquiror since January April 1, 1996 2000 and, prior to the Effective Time, Acquiror will have furnished Target with true and complete copies of any additional documents filed with the SEC by Acquiror prior to the Effective Time (collectively, the "Gold Banc Acquiror SEC Documents") which are all the ). All documents (other than preliminary material) that Gold Banc was required to file be filed as exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with the SEC since such datetheir terms, and neither Acquiror nor any of its subsidiaries is in default thereunder, except where default would not reasonably be expected to have a Material Adverse Effect on Acquiror. As of their respective filing dates, the Gold Banc Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or of 1934 (the "Exchange Act, as the case may be, ") and the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC DocumentsAct, and none of the Gold Banc Acquiror SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document which was filed prior to the date hereof. The financial statements of Gold Banc Acquiror, including the notes thereto, included in the Gold Banc Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of the unaudited statementsstatements included in Quarterly Reports on Form 10-Qs, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and ). The Acquiror Financial Statements fairly present in accordance with applicable requirements the consolidated financial condition and operating results of GAAP Acquiror and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of the unaudited statements, to normal, recurring year-end adjustments). Acquiror maintains a standard system of accounting established and administered in accordance with generally accepted accounting principles. The unaudited interim financial statements (balance sheet and income statement) of Acquiror at November 30, none of which were material) 2000 and for the consolidated financial position of Gold Banc eight-month period then ended are complete and its subsidiaries correct in all material respects as of their respective dates such date and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet such period, were prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except generally accepted accounting principles applied on a basis consistent throughout the period indicated therein and to the extent disclosed or reflected in fairly present the financial statements included in condition and operating results of Acquiror as of such date and for the Gold Banc SEC Documentsperiod covered thereby. Since March 31the date of the most recent Quarterly Report on Form 10- Q filed by Acquiror with the SEC, 1999 other than as previously disclosed to Target there has been no material adverse change Material Adverse Effect on Acquiror, other than fluctuations in the financial condition, properties, assets, liabilities, business or prospects market price of Gold BancAcquiror's Common Stock as quoted on the NASDAQ National Market.